Full Text
BY-LAWS OF CAYUGA ECONOMIC DEVELOPMENT AGENCY, INC. Adopted December 10, 20091 1 Adopted by CEDA Organizational Resolution No. 01-09 on 12/10/2009, Amendment to Article III, Section 11, adopted 1/3/2013 ---PAGE BREAK--- BYLAWS OF THE CAYUGA ECONOMIC DEVELOPMENT AGENCY, INC. i TABLE OF CONTENTS ARTICLE I - THE 1 SECTION 1. - 1 SECTION 2. - OFFICES 1 SECTION 3. - PURPOSES 1 ARTICLE II - MEMBERSHIP 1 SECTION 1. - COMPOSITION OF MEMBERSHIP. 1 SECTION 2. - RIGHTS AND POWERS OF THE MEMBERS. 3 SECTION 3. - ANNUAL MEETING OF THE CORPORATION 3 SECTION 4. - ANNUAL REPORT TO THE MEMBERS. 3 SECTION 5. - SPECIAL MEETING OF THE CORPORATION. 3 SECTION 6. – PLACE OF MEETINGS; ORGANIZATION. 3 SECTION 7. - NOTICE OF MEMBERSHIP MEETINGS; WAIVERS. 4 SECTION 8. – QUORUM OF MEMBERS. 4 SECTION 9. - ACTION BY THE MEMBERS 4 SECTION 10. - PROPERTY RIGHTS OF MEMBERS. 4 ARTICLE III - BOARD OF DIRECTORS 5 SECTION 1. - POWER OF BOARD OF DIRECTORS 5 SECTION 2. - NUMBER, ELECTION AND TERM OF 5 SECTION 3. - RESIGNATIONS AND REMOVAL OF DIRECTORS 5 SECTION 4. - NEWLY CREATED DIRECTORSHIPS AND VACANCIES 5 SECTION 5. - ANNUAL MEETING 6 SECTION 6. - ANNUAL REPORT 6 SECTION 7. - SPECIAL MEETINGS AND 6 SECTION 8. - WAIVERS OF NOTICE 6 SECTION 9. - PLACE OF MEETINGS 6 SECTION 10. - QUORUM AND ADJOURNED MEETINGS 6 SECTION 11. - ACTION BY THE BOARD OF 7 SECTION 12. – ORGANIZATION; BOARD OFFICERS 7 SECTION 13. - ATTENDANCE AT MEETINGS 7 SECTION 14. - COMPENSATION 7 SECTION 15. - PROPERTY RIGHTS 7 ARTICLE IV - 8 SECTION 1. - STANDING COMMITTEES 8 SECTION 2. - SPECIAL COMMITTEES 8 SECTION 3. - MEETINGS 8 SECTION 4. - 8 SECTION 5. - MANNER OF ACTING 8 ARTICLE V - OFFICERS 9 SECTION 1. – EXECUTIVE DIRECTOR; OTHER OFFICERS 9 SECTION 2. - TERMS OF OFFICERS 9 SECTION 3. - ADDITIONAL OFFICERS 9 ---PAGE BREAK--- BYLAWS OF THE CAYUGA ECONOMIC DEVELOPMENT AGENCY, INC. ii SECTION 4. - REMOVAL OF OFFICERS 9 SECTION 5. - RESIGNATION 9 SECTION 6. - VACANCIES 9 SECTION 7. – EXECUTIVE DIRECTOR 10 SECTION 8. - SECRETARY 10 SECTION 9. - TREASURER 10 ARTICLE VI - CONTRACTS, CHECKS, DRAFTS AND BANK ACCOUNTS 10 SECTION 1. - EXECUTION OF 10 SECTION 2. - LOANS 11 SECTION 3. - CHECKS, DRAFTS, ETC. 11 SECTION 4. - DEPOSITS 11 SECTION 5. - 11 ARTICLE VII - GENERAL 11 SECTION 1. - SEAL 11 SECTION 2. - BOOKS AND RECORDS 11 SECTION 3. - INDEMNIFICATION 12 SECTION 4. - INTERESTED DIRECTORS AND OFFICERS 12 ARTICLE VIII - FISCAL YEAR 12 ARTICLE IX - RULES OF ORDER AND BYLAW CHANGES 12 SECTION 1. - RULES OF ORDER 12 SECTION 2. - BYLAW CHANGES 12 ---PAGE BREAK--- BYLAWS OF THE CAYUGA ECONOMIC DEVELOPMENT AGENCY, INC. 1 I 12 BY-LAWS OF CAYUGA ECONOMIC DEVELOPMENT AGENCY, INC. ARTICLE I - THE CORPORATION SECTION 1. - NAME. The Corporation shall be known as “Cayuga Economic Development Agency, Inc.” SECTION 2. - OFFICES. The principal office of the Corporation shall be located within the City of Auburn, New York. The Corporation may also have offices at such other places within the County of Cayuga as the Board of Directors may from time to time determine or the activities of the Corporation may require. SECTION 3. - PURPOSES. The Corporation shall have such purposes as are now or hereafter set forth in its Certificate of Incorporation. ARTICLE II - MEMBERSHIP SECTION 1. - COMPOSITION OF MEMBERSHIP. There shall be a total of Fifteen (15) Members of the Corporation, who shall also serve as the Directors of the Corporation. The Membership of the Corporation shall be appointed by and established among the Membership, which shall be comprised of six individuals serving ex officio in their respective capacities, as noted below, along with an addition Nine individuals appointed to fulfill the background and/or industry classifications as noted below: ---PAGE BREAK--- BYLAWS OF THE CAYUGA ECONOMIC DEVELOPMENT AGENCY, INC. 2 I 12 Membership Type Position or Field of Experience Initial Member Name Ex Officio Chairman, Cayuga County Legislature Hon. Peter A. Tortorici Ex Officio Mayor, City of Auburn Hon. Michael Quill Ex Officio Chairman, Auburn Industrial Development Authority James Dacey Ex Officio Chairman, Cayuga County Industrial Development Agency Vijay K. Mital Ex Officio Director, Cayuga County Chamber of Commerce Andrew Fish Ex Officio Superintendent, Cayuga-Onondaga BOCES William Speck Membership Appointed At Large Member - Cayuga County Resident (2 year initial term, 3 years thereafter) Steve Zabriskie Membership Appointed At Large Member – Business Representative (3 year initial term, 3 years thereafter) Tom Lewis Membership Appointed At Large Member – Business Representative (4 year initial term, 3 years thereafter) TBD Membership Appointed Business Consulting/Marketing Member (2 year initial term, 3 years thereafter) Michael Chamberlain Membership Appointed Agri-Business/Farming Member(3 year initial term, 3 years thereafter) Douglas Young Membership Appointed At Large Member – Business Representative(4 year initial term, 3 years thereafter) Peter Maciulewicz Membership Appointed Banking and Finance Member (2 year initial term, 3 years thereafter) Tom Ganey Membership Appointed Tourism/Hospitality Member (3 year initial term, 3 years thereafter) Susan Edinger Membership Appointed Education/Higher Education Member (4 year initial term, 3 years thereafter) Carla DeShaw ---PAGE BREAK--- BYLAWS OF THE CAYUGA ECONOMIC DEVELOPMENT AGENCY, INC. 3 I 12 SECTION 2. - RIGHTS AND POWERS OF THE MEMBERS. The Members shall have and exercise all the rights and powers of corporate membership created by the laws of the State of New York, the Certificate of Incorporation and the By-laws of the Corporation. SECTION 3. - ANNUAL MEETING OF THE CORPORATION. The Members shall hold an annual meeting of the Corporation within six months after the end of each fiscal year at a convenient time and place designated by the Members. At the annual meeting, the Members shall appoint Directors for positions where a new directorship is created or the term of a Director has expired, receive the annual report and transact such other business as may properly come before the meeting. SECTION 4. - ANNUAL REPORT TO THE MEMBERS. At the annual meeting of the Corporation, the Corporation shall present an annual report showing in appropriate detail the following information: A complete verified or audited financial statement of the Corporation for the fiscal year immediately preceding the date of the report showing the assets and liabilities, principal changes in assets and liabilities, revenue, receipts, expenses and disbursements of the Corporation; and A summary of the activities of the Corporation during the preceding year. The annual report shall be filed with the minutes of the annual meeting. SECTION 5. - SPECIAL MEETING OF THE CORPORATION. Special meetings of the Corporation may be called at any time by the Chairman or his/her designee and shall be called by the Secretary within fourteen (14) days of receipt of a written request from ten percent (10%) or more of the Members. Such request shall state the purpose or purposes for the proposed meeting. Business transacted at a special meeting shall be confined to the purposes stated in the notice of such meeting. SECTION 6. - PLACE OF MEETINGS; ORGANIZATION. All membership meetings shall be held at the principal office of the Corporation or at such other convenient location as may be determined by the Members of the Corporation. At each membership meeting, the Chairman, or, in his or her absence, the chairperson chosen by a majority of the Members present, shall preside. The Secretary, or in his or her absence, a person chosen by a majority of the Members present, shall keep complete and accurate minutes of the meeting. ---PAGE BREAK--- BYLAWS OF THE CAYUGA ECONOMIC DEVELOPMENT AGENCY, INC. 4 I 12 SECTION 7. - NOTICE OF MEMBERSHIP MEETINGS; WAIVERS. Notice of each membership meeting shall state the purpose or purposes for which the meeting is called, the place, date and time of the meeting and, unless it is the annual meeting, shall indicate that it is being issued by or at the direction of the person or persons calling the meeting. Such notice shall be given either personally or by mail to each Member not less than ten (10) nor more than fifty (50) days before the date of the meeting. If mailed, the notice is given when deposited in the Untied States mail, with postage thereon prepaid, directed to a Member at his or her address as it appears on the record of Members or, if he or she shall have filed with the Secretary a written request that notices be mailed to some other address, then directed to such other address. Formal notice of meeting need not be given to a Member if he or she executes a waiver of notice, either before or after the meeting. The attendance of a Member at a meeting, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice. SECTION 8. - QUORUM OF MEMBERS. The presence of at least a majority of the Members shall constitute a quorum for the transaction of business at any annual or special membership meeting. A majority of the Members present at a meeting, whether or not a quorum is present, may adjourn any membership meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given to absent Members if the time and place is announced at the meeting adjourned. SECTION 9. - ACTION BY THE MEMBERS. Each Member shall be entitled to one vote on each matter properly submitted to the Members for action at any meeting of the Members. Unless otherwise required by law or these Bylaws, the vote of the majority of Members present at the time of a vote at a duly convened meeting, provided a quorum is then present, shall be the act of the Members. Every Member entitled to vote at a meeting of Members may authorize another Member to act for him or her by proxy. Every proxy must be signed by the Member or the Member’s attorney-in-fact. No proxy shall be valid for more than one meeting of the Members. Every proxy shall be revocable at the pleasure of the Member executing it, except as otherwise provided by law. SECTION 10. - PROPERTY RIGHTS OF MEMBERS. The Members shall not have any right or interests in or to the property or assets of the Corporation. ---PAGE BREAK--- BYLAWS OF THE CAYUGA ECONOMIC DEVELOPMENT AGENCY, INC. 5 I 12 ARTICLE III - BOARD OF DIRECTORS SECTION 1. - POWER OF BOARD OF DIRECTORS. The Corporation shall be managed by its Board of Directors, which shall establish all general policies governing its operations. SECTION 2. - NUMBER, ELECTION AND TERM OF DIRECTORS. The number of voting Directors shall be Fifteen (15) with such voting Directors being the Members of the Corporation. The voting Directors shall exercise all rights of Directors as described herein and in the Certificate of Incorporation or any applicable resolution. As used in these By-laws, “the entire Board of voting Directors” means the total number of voting Directors that the Corporation would have if there were no vacancies on the Board. Voting Directors shall be eligible to serve an unlimited number of consecutive terms. SECTION 3. - RESIGNATIONS AND REMOVAL OF DIRECTORS. Any Director of the Corporation may resign at any time by giving written notice to the Chairman or the Secretary. The resignation by or removal of an ex officio Member and Director from that person’s office or position shall also have the effect of resignation or removal of that Director of the Corporation. Any such resignation shall take effect at the time specified therein or, if no time is specified, then on delivery. Acceptance of the resignation shall not be necessary to make it effective. Other than those Directors that are members serving in an ex officio capacity, any Director may be removed from the Board with or without cause by the affirmative vote of the Members. SECTION 4. - NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Newly created directorships resulting from an increase in the number of directors, and vacancies occurring for any reason, shall be filled by the Members as soon as practicable but in no event later than sixty (60) days after the increase or vacancy occurs. A Director elected to fill a vacancy caused by resignation, death, disability or removal shall hold office for the unexpired term of his or her predecessor in office and until a successor is elected and takes office. ---PAGE BREAK--- BYLAWS OF THE CAYUGA ECONOMIC DEVELOPMENT AGENCY, INC. 6 I 12 SECTION 5. - ANNUAL MEETING. The annual meeting of the Board of Directors shall be held after the annual meeting of the Corporation described in Article II, Section 3 above at a convenient time and location designated by the Board. Written notice of the annual meeting shall be mailed or delivered to each voting Director of the Corporation prior to the meeting. SECTION 6. - ANNUAL REPORT. The Chairman and the Treasurer shall present at the annual meeting of the Board of Directors a copy of the annual report described in Article II, Section 4 above. SECTION 7. - SPECIAL MEETINGS AND NOTICE. Special meetings of the Board of Directors may be called at any time by the Chairman or any other officer of the Corporation. Written notice shall be mailed or delivered to each voting Director of the Corporation prior to the meeting. Said notice shall state the purposes, time and place of the special meeting and that no business other than that specified in the notice may be transacted. SECTION 8. - WAIVERS OF NOTICE. Notice of a meeting need not be given to any voting Director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him or her. SECTION 9. - PLACE OF MEETINGS. The Board of Directors may hold its meetings at such place or places within or outside the State of New York as the voting Directors may from time to time by resolution determine. SECTION 10. – QUORUM AND ADJOURNED MEETINGS. A majority of the entire Board of voting Directors shall constitute a quorum for the transaction of business at meetings of the Board. When a quorum is once present to organize a meeting, it shall not be broken by the subsequent withdrawal of any Director(s). A majority of the voting Directors present, whether or not a quorum is present, may adjourn any Board meeting to another time and place. If a quorum is present at the adjourned meeting, any business may be transacted that might have been transacted on the original date of the meeting. Notice of the adjourned meeting shall be given to all voting Directors. ---PAGE BREAK--- BYLAWS OF THE CAYUGA ECONOMIC DEVELOPMENT AGENCY, INC. 7 I 12 SECTION 11. - ACTION BY THE BOARD OF DIRECTORS. Any corporate action to be taken by the Board of Directors means action at a meeting of the Board. Each voting Director shall have one vote regarding any corporate action to be taken by the Board. Except as otherwise provided by law or these By-laws, the vote of a majority of the voting Directors present at the time of the vote at a duly convened meeting at which a quorum is present shall be the act of the Board of Directors. All references to actions of the Board of Directors herein and in the Certificate of Incorporation shall mean the affirmative vote of a majority of the voting Directors present at the time of the vote at a duly convened meeting at which a quorum is present. Notwithstanding the foregoing, the Board of Directors may undertake action by unanimous written consent of the Directors in accordance with N-PCL Section 708(b). Such unanimous written consent may be delivered by the Directors to the Chairman and Executive Director by electronic communication including facsimile and e-mail, and the proposed resolution and written consents thereto by the Directors shall be filed with the minutes of the Corporation. SECTION 12. – ORGANIZATION; BOARD OFFICERS. At each Annual Meeting of the Board of Directors, a Chairman, Vice Chairman, Treasurer and Secretary of the Corporation shall be chosen among the duly appointed and serving voting Directors of the Corporation by a majority of the voting Directors present. Neither the duly elected Chairman nor the Vice Chairman of the Board of Directors shall not be one of the Six voting Directors and Members serving in an ex officio capacity, to wit, the Chairman and Vice Chairman of the Board of Directors shall be elected from the Nine Member-appointed Members and Directors. The Chairman or his or her designated Director shall preside at all meetings of the Corporation’s Board of Directors. The Secretary, or, in his or her absence, a person chosen by a majority of the voting Directors present, shall keep complete and accurate minutes of the meeting. SECTION 13. - ATTENDANCE AT MEETINGS. Attendance at each meeting of the Board shall be recorded by the Secretary in the minutes thereof. SECTION 14. - COMPENSATION. The Directors shall serve without compensation. All Directors may be reimbursed for reasonable expenses incurred in the performance of corporate duties. SECTION 15. - PROPERTY RIGHTS. No Director of the corporation shall, by reason of that position, have any rights to or interest in the property or assets of the Corporation. ---PAGE BREAK--- BYLAWS OF THE CAYUGA ECONOMIC DEVELOPMENT AGENCY, INC. 8 I 12 ARTICLE IV - COMMITTEES SECTION 1. - STANDING COMMITTEES. Standing Committees of the Board may be established from time to time by the Board. Except as otherwise provided by these By-laws, each Standing Committee shall consist of at least three voting Directors. No Standing Committee shall have authority as to the following matters: The submission to the Members of any action requiring its approval; (ii) The filling of vacancies on the Board of Directors or any committee; (iii) The amendment or repeal of these By-laws or the adoption of new By- laws; or (iv) The amendment or repeal of any resolution of the Board which by its terms is not so amendable or repeal able. SECTION 2. - SPECIAL COMMITTEES. The Board of Directors, by resolution adopted by a majority of the entire Board of voting Directors, may create Special Committees, which shall have only the powers specifically delegated to them and shall in no case have powers which are not authorized for Standing Committees. The members of Special Committees shall be appointed by the President from among the Directors, with the approval of the Board. SECTION 3. - MEETINGS. Meetings of committees shall be held at such times and places as shall be fixed by the respective committee chairmen, or by vote of a majority of all of the members of the committee. Written notice shall be mailed (via regular mail or electronic mail) or delivered to all members of the committee prior to each meeting. Written minutes of the proceedings shall be kept at all committee meetings and shall be submitted at the next meeting of the Board. The Chair, or his or her designee, may attend all committee meetings. SECTION 4. - QUORUM. Unless otherwise provided by resolution of the Board of Directors, a majority of all of the members of a committee shall constitute a quorum for the transaction of business. SECTION 5. - MANNER OF ACTING. Any corporate action to be taken by a committee shall mean such action to be taken at a meeting of the committee. Action by a committee shall be taken by majority vote at a meeting. ---PAGE BREAK--- BYLAWS OF THE CAYUGA ECONOMIC DEVELOPMENT AGENCY, INC. 9 I 12 ARTICLE V - OFFICERS SECTION 1. – EXECUTIVE DIRECTOR; OTHER OFFICERS. The Corporation shall have, appoint and employ an Executive Director and such other officers and assistant officers as the Board of Directors may determine. No Director shall hold the office of Executive Director. The officers shall have such duties as may be prescribed by these By-laws and the Board of Directors. SECTION 2. - TERMS OF OFFICERS. The officers shall be elected by the voting Directors from among the members of the Board at its annual meeting. Unless a shorter term is provided in the resolution of the Board electing such officer, the term of office of each officer shall extend for one year after his or her election and until a successor is elected or appointed and qualified. Officers shall be eligible to serve an unlimited number of consecutive terms. SECTION 3. - ADDITIONAL OFFICERS. Additional officers may be elected for such period, have such authority and perform such duties, either in an administrative or subordinate capacity, as the Board of Directors may from time to time determine. SECTION 4. - REMOVAL OF OFFICERS. Any officer may be removed by vote of the voting Directors, with or without cause, at any time, provided there is a quorum of not less than a majority of the entire Board of voting Directors present at the meeting at which such action is taken. SECTION 5. - RESIGNATION. Any officer may resign at any time by giving written notice to the Board of Directors, the Chairman or the Secretary. Any such resignation shall take effect at the time specified therein, or, if no time is specified, then on delivery. Acceptance of the resignation shall not be necessary to make it effective. SECTION 6. - VACANCIES. A vacancy in any office of the Corporation shall be filled by the majority vote of the entire Board of voting Directors. ---PAGE BREAK--- BYLAWS OF THE CAYUGA ECONOMIC DEVELOPMENT AGENCY, INC. 10 I 12 SECTION 7. – EXECUTIVE DIRECTOR. The Executive Director shall be the chief executive officer of the Corporation and, as an appointed employee of the Board, shall generally supervise all its affairs. The Executive Director shall perform such other duties as may be assigned to him or her from time to time by the Board of Directors. SECTION 8. - SECRETARY. It shall be the duty of the Secretary to supervise the preparation of minutes of all meetings of the Members and the Board of Directors and its committees, the giving of all notices required to be given by the Corporation, and the keeping of a current list of the Corporation’s Members, Directors and officers and their residence addresses. The Secretary shall be responsible for supervising the preparation and maintenance of the books and records of the Corporation. The Secretary shall attend to such correspondence as may be assigned to him or her and perform all the duties customarily incidental to that office and such other duties as may be assigned to him or her by the Board of Directors. From time to time, the Board of Directors may designate duties of the Secretary to an appointed Acting Secretary who will perform such duties as may be assigned to him or her. SECTION 9. - TREASURER. It shall be the duty of the Treasurer, as chief financial officer of the Corporation, to oversee the financial affairs of the Corporation, report at each regular meeting of the Board of Directors, and participate in preparing the annual report of the Corporation and the filing of all required tax returns and other regulatory reports. The Treasurer shall perform such other duties as may be assigned to him or her by the Board of Directors. From time to time, the Board of Directors may employ or contract with an appointed Acting Treasurer to whom the Board of Directors may designate certain duties of the Treasurer and other such duties as may be assigned to him or her. ARTICLE VI - CONTRACTS, CHECKS, DRAFTS AND BANK ACCOUNTS SECTION 1. - EXECUTION OF CONTRACTS. The Board of Directors, except as these By-laws otherwise provide, may authorize any officer or officers, agent or agents, employee or employees, in the name of and on behalf of the Corporation, to enter into any contract or execute and deliver any instrument, and such authority may be general or confined to specific instances; but, unless so authorized by the Board of Directors, or expressly authorized by these By-laws, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable pecuniarily in any amount for any purpose. ---PAGE BREAK--- BYLAWS OF THE CAYUGA ECONOMIC DEVELOPMENT AGENCY, INC. 11 I 12 SECTION 2. - LOANS. No loans shall be contracted on behalf of the Corporation unless specifically authorized by the Board of Directors. SECTION 3. - CHECKS, DRAFTS, ETC. All checks, drafts and other orders for the payment of money out of the funds of the Corporation, and all notes or other evidences of indebtedness of the Corporation, must be approved by the Board of Directors. SECTION 4. - DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Treasurer may recommend and the Board of Directors approves. SECTION 5. - INVESTMENTS. The Board of Directors may authorize the Corporation to contract with an investment advisor and custodian to manage its investments in accordance with an investment policy established by the Board. ARTICLE VII - GENERAL SECTION 1. - SEAL. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization, and the words “Corporate Seal, New York.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced. SECTION 2. - BOOKS AND RECORDS. There shall be kept by the Corporation correct and complete books and records of account, minutes and statements of written action by the Members, minutes of the proceedings of the Board of Directors and its committees, a current list of the Members, Directors and officers of the Corporation and their residence addresses, a copy of the Certificate of Incorporation, and a copy of these By-laws. ---PAGE BREAK--- BYLAWS OF THE CAYUGA ECONOMIC DEVELOPMENT AGENCY, INC. 12 I 12 SECTION 3. - INDEMNIFICATION. The Corporation shall indemnify each Member, each Director, each officer, and, to the extent authorized by the Board of Directors, each other person authorized to act for the Corporation or on its behalf, to the full extent to which indemnification is permitted under the Not-For-Profit Corporation Law. SECTION 4. - INTERESTED DIRECTORS AND OFFICERS. The Board of Directors shall adopt a policy regarding conflicts of interest which shall apply to all directors and officers. ARTICLE VIII - FISCAL YEAR The fiscal year of the Corporation shall commence on the first day of January of each calendar year and end on the last day of December. ARTICLE IX - RULES OF ORDER AND BYLAW CHANGES SECTION 1. - RULES OF ORDER. Meetings of the Members and the Board of Directors and its committees shall be governed by Robert’s Rules of Order, except in cases otherwise provided for by these By-laws. SECTION 2. - BYLAW CHANGES. These By-laws may be amended, repealed or adopted only by the Members of the Corporation.