Section 1.Membership Classes. There shall be two (2) classes of membership available. These classes shall be Regular Membership and Associate Membership.

Section 2.Eligibility Membership in the Association shall be open to the following:

1. Persons registered as playing participants in an Association sanctioned, run, sponsored, or otherwise controlled league.
2. Persons requesting membership and demonstrating an interest in the Association that is consistent with the character of the Association.

Section 3.Membership Rights.Associate Members shall not have voting rights nor may they hold office in the Association.

Section 4.Dues. There shall be no dues for Associate Members.The Board shall set the amount of dues for Regular Members. Dues for Regular Membership in the Association shall be assessed on a calendar year, and shall be payable by January 31^st or other such date as set by the Board. The Board shall have the discretion to pro-rate or otherwise adjust the dues for Regular Members joining after the beginning of the year. A member of the Association whose dues are more than thirty (30) days in arrears may be expelled from membership in the Association upon notice by the Association to that member, such expulsion to be effective upon the date of the notice. A member expelled for nonpayment of dues may be reinstated upon full payment of all delinquent dues plus any initiation fee or administrative fee that may be required by the Association.

Section 5.Admission of Members.Admission of all persons for membership in the Association shall be in accordance with the following procedures:

1. Applications for membership shall be in writing on a form approved by the Board.
2. The Board shall review and then approve or deny all applications for membership in the Association.

Section 6.Denial of Membership.The Association shall have the right to deny membership to any applicant who fails to satisfy the eligibility requirements for membership.Denial of Regular Membership shall occur only after the applicant has been advised of the proposed denial of Regular Membership and has been given an opportunity to submit proof in support of his or her eligibility for Regular Membership in the Association.

Section 7.Term of Membership.The term of membership shall be set by the Board.

Section 8.Resignation. Any member of the Association may resign his or her membership by submitting a written resignation to the Secretary, but such resignation shall not release the resigning member of the obligation to pay any dues or other charges theretofore accrued but unpaid. All fees including, but not limited to, membership fees, league fees, and tournament fees paid to the Association shall be forfeited upon resignation.

Section 9. Expulsion of Members. The Association shall have the right to expel a member for nonpayment of dues or for violation of the provisions of these By-laws or such other statements of policy as may be adopted by the Board. Expulsion from membership requires a two-thirds vote of the Board in favor of such action. A member expelled for any reason other than nonpayment of dues shall be given written notice of such expulsion and shall be advised, in writing, that he or she may request a grievance hearing before the Board.

Section 10. Suspension or Revocation of Playing Privileges. The Association shall have the right to suspend or revoke the playing privileges of a player for consistently violating the “spirit of the game;” consistently playing in a manner that may be dangerous to himself or herself or to others; or consistently playing in an un-sportspersonlike manner.The Board or its designee shall have the authority to suspend or revoke the playing privileges for that person for a maximum duration of a league or tournament. Suspension or revocation of playing privileges beyond the duration of a league or tournament requires a two-thirds vote of the Board in favor of such action. A member whose playing privileges are suspended or revoked shall not be entitled to written notice, but shall have the right to request a grievance hearing before the Board.

Section 11. Forfeiture of Fees upon Expulsion, Suspension or Revocation. At the discretion of the Board, all fees including, but not limited to, membership fees, league fees, and tournament fees paid to the Association shall be forfeited upon expulsion, suspension or revocation.

Section 12.Grievance Hearings for Expulsion, Suspension or Revocation.Requests for a grievance hearing before the Board regarding an expulsion, suspension or revocation must be made in writing to the President. The President shall notify the Board of the request for a grievance hearing, and the Board shall hold the grievance hearing within two (2) weeks of the request.

Section13.Other Grievance Hearings.Requests for a hearing before the Board regarding grievances other than grievances concerning an expulsion, suspension or revocation must be made in writing to the President.The President shall notify the Board of the request for hearing, and the Board shall hold the hearing within two (2) weeks of the request if three (3) Directors agree to hearing such grievance before the next regularly scheduled Board meeting. Otherwise, the grievances shall be heard no later than the next regularly scheduled Board meeting.

Section 14.Reinstatement.A former member of the Association, whether a resigned or expelled member, desiring reinstatement of membership, may be reinstated as a member of the Association upon showing proof of eligibility and paying all current year’s dues and any administrative fee or similar charge that may be imposed by the Association. The procedure for an appeal of an adverse determination to reinstate a former member shall be the same as provided in Section 12 of this Article; provided, however, an appeal to reinstate membership may not be taken in the same calendar year in which an appeal had been decided by the Board concerning the expulsion of the same member seeking reinstatement.

Section 15. Transferability of Membership.A member may not transfer or assign his or her membership to any other person.

Article IV
MEETINGS OF MEMBERS

Section 1. Annual Meeting.The annual meeting of the members of the Association shall be held on a date and at a time to be established by the Board.

Section 2. Special Meetings.Special meetings of the members of the Association may be held at any time in the interval between annual meetings. Special meetings may be called by the President, by the request of a majority of the Board or by the Secretary upon the written request of not less than fifteen percent (15%) of the Regular Members entitled to vote at the meeting, which written request shall state the purpose or purposes of the meeting and the matters proposed to be acted on thereat.In the event that a special meeting of members is called by the Secretary upon the written request of Regular Members, such requesting members shall pay the reasonably estimated costs of preparing and mailing notices of such meeting. Nothing contained herein shall limit the right and power of Directors or members to require a special meeting for the election of directors pursuant to Section 604 of the Not-For-Profit Corporation Law.

Section 3. Place of Meetings.Each meeting of the members of the Association shall be held at a place, within or without the State of New York, as the Board may from time to time determine.

Section 4. Notice of MeetingsWritten notice of the date, time and place of each meeting of the members, indicating that it is being issued by or at the direction of the person or persons calling the meeting, shall be given personally or by mail (as hereinafter provided), not less than ten (10) days nor more than sixty (60) days before the date fixed for the meeting, to each Regular Member entitled to vote at the meeting. In the case of each special meeting of members, such notice shall also state the purpose or purposes of the meeting, and at the special meeting no business shall be acted upon which is not related to the purpose or purposes stated in the notice of the meeting. Each notice of a meeting of the members of the Association shall be given to each Regular Member by delivering it to him or her in person or by placing it in the United States mail, first-class postage prepaid and addressed to him or her at his or her address as it appears on the books of the Association, unless he or she shall have filed with the Secretary of the Association a written request that notices intended for him or her be mailed to some other address, in which event it shall be mailed to the address designated in such request. Notice of meetings as required by this Section 4 need not be given to any Regular Member who submits, in person or by proxy, whether before or after the meeting, a signed waiver of notice. The attendance, in person or by proxy, of any Regular Member at a meeting without protesting prior to the conclusion of the meeting the lack of notice to him or her of such meeting, shall constitute a waiver of notice by him or her. No notice of an adjourned meeting of members need be given unless the Board fixes a new record date for the adjourned meeting.

Section 5. Record Dates. For the purpose of determining the Regular Members entitled to notice of or to vote at a meeting of the members of the Association or any adjournment thereof, the Board may fix a date of record which shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting. For the purpose of determining Regular Members entitled to express consent to or dissent from any proposal without a meeting, the Board may fix a date of record which shall not be more than sixty (60) days prior to such action.

Section 6.Quorum.At each meeting of the members of the Association, in order to constitute a quorum there shall be present in person or represented by proxy at least twenty percent (20%) of the total Regular Membership of the Association entitled to vote thereat; but if there be no quorum, the Regular Members so present or represented may by majority vote adjourn the meeting from time to time (but not for a period of more than thirty (30) days at any one time) without notice other than by announcement at the meeting, until a quorum shall attend.At any such adjournment at which a quorum shall attend, any business may be transacted which might have been transacted at the meeting as originally called. When a quorum is once present, it is not broken by the subsequent withdrawal of any member.

Section 7.Voting.At each meeting of the members of the Association, each Regular Member entitled to vote thereat may vote in person or by proxy, and each such Regular Member shall have one vote. Upon demand by ten percent (10%) of the Regular Members present, in person or represented by proxy, and entitled to vote at the meeting, voting shall be by ballot. For the election of Directors, each Regular Member shall have one vote for each open position, and may not cast a vote for the same candidate more than once. A plurality of the votes cast shall be sufficient to elect Directors, and a majority of votes cast shall be sufficient to take any other action, except as may otherwise be provided by these By-laws.

Section 8.Proxies.Every proxy shall be in writing and subscribed by the Regular Member giving the same, or his or her duly authorized attorney, and dated.Proxies may be submitted by hand, facsimile, telegram, electronic delivery, or mail. No proxy which is dated more than eleven (11) months before the meeting at which it is offered shall be accepted, unless such proxy shall, on its face, name a longer period for which it is to remain in force.

Section 9.Conduct of Meetings.Each meeting of the members of the Association shall be presided over by the President of the Association or, in his or her absence, by the Chairperson of the Board (if any) or, in the absence of both of them, by an Executive Vice President (if any) or, in the absence of all such Officers, by a chairperson chosen at the meeting. The Secretary of the Association or, in his or her absence, a person chosen by the chairperson of the meeting, shall act as secretary of the meeting.

Section 10.Action Without a Meeting.Whenever Regular Members are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by all of the Regular Members entitled to vote thereon, all in accordance with Section 614 of the Not-For-Profit Corporation Law. Such written consent shall have the same effect as a unanimous vote of the Regular Members entitled to vote thereon.

Article V
Board of Directors

Section 1.Election and Powers. The Board shall have the management and control of the business and affairs of the Association. The Directors shall be shall be elected by the Regular Members entitled to vote thereon at each annual meeting of the members of the Association, and each Director shall serve until his or her successor is duly elected or appointed and qualifies, unless his or her Directorship shall be earlier vacated by his or her death, resignation, or removal as provided by this Article.

Section 2.Number.Until October 31, 2000, the Board shall consist of eleven (11) Directors. These eleven (11) Directors shall be the initial Directors as set forth in the Certificate of Incorporation. Effective November 1, 2000, the Board shall consist of nine (9) Directors. Of these nine (9) seats, four (4) seats shall consist of Initial Directors with a carryover term of one (1) year and five (5) seats shall be filled by a direct election by the Regular Members for a term of two (2) years. The Board shall designate the Initial Directors that will serve the four (4) carryover terms. At the expiration of their initial terms, all Directors shall be elected for a term of two (2) years.

Section3.Vacancies. Vacancies on the Board (including any vacancies resulting from an increase in the number of Directors) created for any reason except the removal of one (1) or more Directors by the Regular Members, may be filled by vote of the Board. If the number of Directors then in office is less than a quorum, such vacancies may be filled by a majority vote of the Directors then in office. A successor Director elected under this Section 3 shall hold office for the unexpired portion of the term of the Director whose place was vacated.In the event of an increase in the number of Directors, each additional Director elected under this Section 3 shall hold office until his or her successor has been duly elected or appointed and shall have qualified.

Section 4. Removal and Resignation. Any one or more Directors may be removed from office, with or without cause, by the Regular Members entitled to vote in the election of Directors. Any vacancy on the Board resulting from such removal may be filled by the Regular Members entitled to vote in the election of Directors, and any successor Director elected to fill such vacancy shall hold office for the unexpired portion of the term of the Director who was removed. A Director may resign at any time by giving written notice to the Secretary.If the Secretary is the Director resigning, he or she shall submit such notice to the President.

Section 5. Meetings. Regular meetings of the Board shall be held at such times as the Board may from time to time determine. Special meetings of the Board shall be held at any time, upon call by the Chairperson of the Board, the President, or at least one-third of the Directors then in office.

Section 6.Place of Meetings. Each meeting of the Board shall be held at a place, within or without the State of New York, as the Board may from time to time determine.

Section 7.Notice of Meeting. Written notice of the date, time, and place of each regular and special meeting of the Board shall be given to each Director either (a) by delivering the same to him or her personally, or sending the same to him or her by telecopier, telex, telegraph, or similar mode of communication, or leaving the same at his or her residence or usual place of business, in each case at least twenty-four (24) hours before the meeting, or (b) by placing the same in the United States mail, first-class postage prepaid, or delivering the same to a reputable express mail delivery service, and addressed to him or her at his or her last known address according to the records of the Association, in either case at least three (3) days before the meeting. No notice of any adjourned meeting of the Board need be given other than by announcement at the meeting.

Section 8.Waiver of Notice. Notice of any meeting of the Board need not be given to any Director who submits a signed written waiver thereof whether before, during, or after the meeting, nor to any Director who attends the meeting without protesting, either prior thereto or at its commencement, the lack of notice to him or her.

Section 9.Quorum.Two-thirds of the entire Board shall be necessary to constitute a quorum for the transaction of any item of business at each meeting of the Board; but if at any meeting there be less than a quorum present, a majority of those Directors present may adjourn the meeting from time to time without notice other than by announcement at the meeting, until a quorum shall attend. At any such adjournment at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally called.

Section 10. Action Without a Meeting.Any action required or permitted to be taken by the Board or by any committee thereof at a duly held meeting may be taken without a meeting if all Directors or committee members, as the case may be, consent in writing to the adoption of resolutions authorizing the action.Such resolutions and such written consents shall be filed with the minutes of the proceedings of the Board or of the committee.

Section 11. Personal Attendance by Conference Communication Equipment. Any one or more Directors or committee members may participate in a meeting of the Board or of such committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.

Section 12. Compensation.Directors shall not receive compensation for their services in that capacity, but by resolution of the Board, a fixed sum and reimbursement of expenses may be paid to Directors for attendance at each meeting of the Board. Nothing herein shall be construed to preclude a Director from serving the Association in any other capacity and receiving compensation therefor.

Section 13.Committees.The Board may form or terminate committees when, in its sole judgment, such action will further the best interests of the Association.

Section 14. Nominating Committee.The President shall, at least ninety (90) days before the annual election of Directors, appoint a nominating committee consisting of three (3) or more Directors. The President shall announce that Regular Members may suggest to the chair of the Nominating Committee the name(s) of person(s) suitable to fill the vacancies on the Board that occur. The Nominating Committee shall submit the names of the nominees for Directors at least forty-five (45) days before the annual election of Directors.Other nominations may be made by any ten (10) or more Regular Members acting together as a group by notifying the Secretary in writing and listing the names of their candidates at least forty-five (45) days before the annual election of Directors.

Article VI
Officers

Section 1. Election of Officers.The Board shall elect or appoint a President, a Treasurer, and a Secretary of the Association, and may elect or appoint a Chairperson of the Board from among the Directors.Creation or removal of an Officer position shall require a two-thirds vote of the Board.

Section 2. Term and Eligibility.Officers shall be appointed annually by the Board at the first Board meeting after November 1^st of each year. An Officer shall serve in such capacity for the ensuing year and until a successor has been elected and qualified. An Officer must be a Director for the duration of his or her term in office. No Director shall hold two (2) or more Officer positions at the same time. There is no limit to the number of terms that a Director may serve as an Officer, except that a Director may serve no more than four (4) consecutive terms as President.

Section 3. Assistant and Subordinate Officers. The Board may from time to time elect or appoint one or more Assistant Secretaries, one or more Assistant Treasurers, and such other subordinate officers or agents of the Association as it may deem proper, each of whom shall hold office at the pleasure of the Board and shall have such powers and duties as are assigned to him or her by the Board.

Section 4. Removal and Resignation.>Any Officer of the Association may be removed with or without cause at any time by a three-fourths vote of the Board. An Officer shall not cast a vote on a motion to have himself or herself removed from office. An Officer may resign his or her office at any time by submitting a written of resignation to the Secretary. If the Secretary is the Officer resigning, he or she shall submit such notice to the President.An Officer does not forfeit his or her seat on the Board if he or she resigns or is removed from office.

Section 5. Vacancies. In the event than an Officer position is vacated, the Board shall select another Director to fill the office for the remainder of the term.

Section 6.Compensation.The Board shall fix the compensation of all Officers of the Association, except that the Board may authorize the President to fix the compensation of such Officers (other than the President) as the Board may specify.

Section 7. Chairperson of the Board.The Chairperson of the Board, if there be one, shall preside at all meetings of the Board and shall perform such other duties as the Board may direct.

Section 8. President.The President shall be the Chief Executive Officer of the Association and shall, subject to the direction of the Board, have the general management of the affairs of the Association.The President shall preside at all meetings of the members of the Association. If there be no Chairperson of the Board, or in his or her absence or inability to act, the President shall also perform all duties of the Chairperson of the Board subject, however, to the control of the Board. The President shall be the custodian of the corporate seal of the Association, and he or she shall affix the corporate seal to all documents the execution of which on behalf of the Association is duly authorized by the Board, and when so affixed he or she may attest the same.

Section 9. Treasurer.The Treasurer shall keep correct and complete books and records of the accounts of the Association.Subject to the control and supervision of the Board and the President, or such other Officer as the Board and the President may designate, the Treasurer shall: establish and execute programs for the provision of the capital required by the Association; maintain banking arrangements to receive, have custody of, and disburse the Association’s moneys and securities; invest the Association’s funds as required; obtain insurance coverage as required; and direct the granting of credit by and the collection of accounts due to the Association. The Treasurer shall have such other powers and duties as may be properly designated by the Board and the President.

Section 10. Secretary.The Secretary shall keep full minutes of all meetings of the members of the Association and of the Board in books provided for that purpose. He or she shall see that all notices are duly given in accordance with the provisions of these By-laws or as required by law. He or she shall be the custodian of the records. The Secretary shall have such other powers and duties as may be properly designated by the Board and the President.

ARTICLE VII
indemnification

Section 1.Generally.Each person who was or is made a party to or is threatened to be made a party to or is otherwise involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (hereinafter a “proceeding”), by reason of the fact that he or she or his or her testator or intestate (a) is or was a Director or Officer of the Association or (b) is or was a Director or Officer of the Association who serves or served, in any capacity, any other corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise at the request of the Association (hereinafter an “Indemnitee”), shall be indemnified and held harmless by the Association against all expense, liability, and loss, including without limitation ERISA excise taxes or penalties, judgments, fines, penalties, amounts paid in settlement (provided the Board shall have given its prior consent to such settlement, which consent shall not be unreasonably withheld by it) and reasonable expenses, including attorneys’ fees, suffered or incurred by such Indemnitee in connection therewith, and such indemnification shall continue as to an Indemnitee who has ceased to be a Director or Officer and shall inure to the benefit of the Indemnitee’s heirs and fiduciaries; provided, however, that no indemnification may be made to or on behalf of any Director or Officer if his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated or otherwise disposed of, or if he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled. Notwithstanding the foregoing, except as contemplated by Section 3 of this Article, the Association shall indemnify any such Indemnitee in connection with a proceeding (or part thereof) initiated by such Indemnitee only if such proceeding (or part thereof) was authorized by the Board.

Section 2. Advancement of Expenses.All expenses reasonably incurred by an Indemnitee in connection with a threatened or actual proceeding with respect to which such Indemnitee is or may be entitled to indemnification under this Article shall be advanced to him or her or promptly reimbursed by the Association in advance of the final disposition of such proceeding, upon receipt of an undertaking by him or her or on his or her behalf to repay the amount of such advances, if any, as to which he or she is ultimately found not to be entitled to indemnification or, where indemnification is granted, to the extent such advances exceed the indemnification to which he or she is entitled.Such person shall cooperate in good faith with any request by the Association that common counsel be used by the parties to any proceeding who are similarly situated unless to do so would be inappropriate due to an actual or potential conflict of interest.

Section 3. Procedure for Indemnification.

1. Not later than thirty (30) days following final disposition of a proceeding with respect to which the Association has received written request by an Indemnitee for indemnification pursuant to this Article or with respect to which there has been an advancement of expenses pursuant to Section 2 of this Article, if such indemnification has not been ordered by a court, the Board shall meet and find whether the Indemnitee met the standard of conduct set forth in Section 1 of this Article and, if it finds that he or she did, or to the extent it so finds, the Board shall authorize such indemnification.
2. Such standard shall be found to have been met unless (i) a judgment or other final adjudication adverse to the Indemnitee established that the standard of conduct set forth in Section 1 of this Article was not met, or (ii) if the proceeding was disposed of other than by judgment or other final adjudication, the Board finds in good faith that, if it had been disposed of by judgment or other final adjudication, such judgment or other final adjudication would have been adverse to the Indemnitee and would have established that the standard of conduct set forth in Section 1 of this Article was not met.
3. If the Board fails or is unable to make the determination called for by paragraph (a) of this Section 3, or if indemnification is denied, in whole or part, because of an adverse finding by the Board, or because the Board believes the expenses for which indemnification is requested to be unreasonable, such action, inaction or inability of the Board shall in no way affect the right of the Indemnitee to make application therefor in any court having jurisdiction therein.In such action or proceeding, or in a suit brought by the Association to recover an advancement of expenses pursuant to the terms of an undertaking, the issue shall be whether the Indemnitee met the standard of conduct set forth in Section 1 of this Article, or whether the expenses were reasonable, as the case may be (not whether the finding of the Board with respect thereto was correct). If the judgment or other final adjudication in such action or proceeding establishes that the Indemnitee met the standard set forth in Section 1 of this Article, or that the disallowed expenses were reasonable, or to the extent that it does, the Board shall then find such standard to have been met or the expenses to be reasonable, as the case may be, and shall grant such indemnification, and shall also grant to the Indemnitee indemnification of the expenses incurred by him or her in connection with the action or proceeding resulting in the judgment or other final adjudication that such standard of conduct was met, or if pursuant to such court determination such person is entitled to less than the full amount of indemnification denied by the Association, the portion of such expenses proportionate to the amount of such indemnification so awarded. Neither the failure of the Board to have made timely a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in Section 1 of this Article, nor an actual determination by the Board that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct. In any suit brought by the Indemnitee to enforce a right to indemnification, or by the Association to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to indemnification, under this Article or otherwise, shall be on the Association.
4. A finding by the Board pursuant to this Section 3 that the standard of conduct set forth in Section 1 of this Article has been met shall mean a finding (i) by the Board acting by a quorum consisting of Directors who are not parties to such proceeding, or (ii) if such a quorum is not obtainable, or if obtainable, such a quorum so directs, by the Board upon the written opinion of independent legal counsel that indemnification is proper in the circumstances because the applicable standard of conduct has been met, or by the Regular Members upon a finding that such standard of conduct has been met.

Section 4. Contractual Article.The rights conferred by this Article are contract rights which shall not be abrogated by any amendment or repeal of this Article with respect to events occurring prior to such amendment or repeal and shall, to the fullest extent permitted by law, be retroactive to events occurring prior to the adoption of this Article. No amendment of the Not-For-Profit Corporation Law, insofar as it may reduce the permissible extent of the right of indemnification of an Indemnitee under this Article, shall be effective as to such person with respect to any event, act, or omission occurring or allegedly occurring prior to the effective date of such amendment, irrespective of the date of any claim or legal action in respect thereof. This Article shall be binding on any successor to the Association, including without limitation any person or entity which acquires all or substantially all of the Association’s assets.

Section 5. Non-Exclusivity.The indemnification provided by this Article shall not be deemed exclusive of any other rights to which any person covered hereby may be entitled other than pursuant to this Article.The Association is authorized to enter into agreements with any such person providing rights to indemnification or advancement of expenses in addition to the provisions therefor in this Article, and the Regular Members and the Board are authorized to adopt, in their discretion, resolutions providing any such person with any such rights.

Section 6. Insurance.The Association may, to the extent authorized from time to time by the Board, maintain insurance, at its expense, to protect itself and any Director, Officer, employee, or agent of the Association or of any other corporation, partnership, joint venture, trust, or other enterprise against any expense, liability, or loss, whether or not the Association would have the power to indemnify such person against such expense, liability, or loss under this Article or applicable law.

Section 7. Indemnification of Employees and Agents of the Association.The Association may, to the extent authorized from time to time by the Board, grant rights to indemnification and the advancement of expenses to any employee or agent of the Association with the same scope and effect as provided by this Article to Directors and Officers of the Association.

Article XII
Dissolution

Section 1.Dissolution.The Association may be dissolved upon adoption of a plan of dissolution and distribution of assets adopted by the Board and approved by the Regular Members in accordance with the laws of the State of New York.

Section 2. Dedication of Funds. The Association shall use its funds only to accomplish the objectives and purposes specified in its Certificate of Incorporation and these By-laws. No part of the net earnings of the Association shall inure to the benefit of any member, trustee, Director, Officer, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Association relating to one or more of its purposes), and no member, trustee, Director, Officer, or any private individual shall be entitled to share in the distribution of any of the Association’s assets on dissolution of the Association.In the event of the dissolution of the Association, all of the remaining assets and property of the Association shall, after necessary expenses thereof, be distributed for one or more purposes as shall qualify under Section 501(c)(7) of the Internal Revenue Code of 1986, as amended, or to the Federal government, or to a State or local government for a public purpose, or to such organizations as shall qualify under Section 501(c)(7) of the Internal Revenue Code of 1986, as amended, or to another organization to be used in such manner as in the judgment of a court of the State of New York will best accomplish the general purposes for which the Association was organized.

Article IX
contracts and finances

Section 1.Contracts. The Board may authorize any Officer, agent, or agents of the Association to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association. Such authority may be general or confined to specific instances.

Section 2. Bills, Notes, Etc.All checks or demands for money and notes or other instruments evidencing indebtedness or obligations of the Association shall be made in the name of the Association and shall be signed by the Treasurer, or in his or her absence, by the President or other Director designated by the Board.

Article X
Amendments

Section 1. Power to Amend.By-laws of the Association may be adopted, amended or repealed by a two-thirds vote of the Board.

Section 2. Notice of Amendment Affecting Election of Directors.If any By-law regulating an impending election of Directors is adopted, amended, or repealed by the Board, there shall be set forth in the notice of the next meeting of members for the election of Directors the By-law so adopted, amended, or repealed.

ARTICLE XI
in general

Section 1. Definitions.

1. As used in these By-laws, the term “Not-For-Profit Corporation Law” shall mean the New York Not-For-Profit Corporation Law, as it may from time to time be amended.
2. Wherever used in these By-laws, the masculine pronoun shall include the feminine and the neuter, as appropriate in the context.

Section 2. Construction.The provisions of these By-laws shall at all times be subject to the provisions of applicable law in effect from time to time and the provisions of the Certificate of Incorporation of the Association, as it may from time to time be amended. In the event of any necessary conflict between any provision of these By-laws and any provision of applicable law then in effect, such provision of law shall control. In the event of any necessary conflict between any provision of these By-laws and any provision of the Certificate of Incorporation then in effect, such provision of the Certificate of Incorporation shall control. The Article and Section headings of these By-laws are for convenience of reference only and do not form a part hereof and do not in any way modify, interpret or construe the intention expressed hereby.

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