PRSA By-Laws

Puerto Rican Studies Association for Research Advocacy & Education, Inc.

(A New York Not-for-profit Association)

ARTICLE I – Name

The name of this Association (hereinafter referred to as the “Association”) is: Puerto Rican Studies Association for Research Advocacy & Education, Inc.

ARTICLE II – Purposes and Limitations

Section 1.  Purposes.

The nature of the business and the purposes to be conducted and promoted by the Association shall be:

The Association is organized and operated exclusively for charitable and educational purposes within the meaning of Section 501 [c] (3) of the Internal Revenue Code of 1986 and the Regulations thereunder, as they now exist or as they may hereafter be amended (collectively referred to as “the Code”).  The specific purposes of the Association are set forth in its Articles of Incorporation.

To make charitable contributions and grants to nonprofit organizations exempt from federal income tax under Section 501 [c] (3) of the Internal Revenue Code of 1986, as the same may be amended or supplemented (hereinafter referred to as the “IRC”), as well as governmental units and other nonprofit organizations, that promote and further the purposes described in Section 1 above; and

To exercise any other powers conferred upon Associations organized pursuant to the provisions of the New York Not-for-Profit Corporation Law (“N-PCL”), as the same may be amended or supplemented.

Section 2.  Tax-exempt Status Provisions.

Notwithstanding any other provision of these By-Laws, the Association shall not carry on any other activities not permitted to be carried on: (i) by an Association exempt from federal income tax under IRC Section 501 [c] (3); or (ii) by an Association contributions to which are deductible under IRC Section 170 [c] (2).

No substantial part of the activities of the Association shall be the carrying on for propaganda, or otherwise attempting to influence legislation, and the Association shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office. No part of the net earnings of the Association shall inure to the benefit of, or be distributable to, its officers, directors, committee members, employees, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein.

Section 3.   Objectives.

The objectives of the Association are as follows, to the extent that they are not inconsistent with the Association’s Articles of Incorporation or the requirements of the Internal Revenue Code or the N-PCL.

The Puerto Rican Studies Association is a non-profit, non-partisan professional organization that has as its fundamental objective the promotion and integration of the interdisciplinary research, praxis, social equity and justice, and community empowerment of Puerto Ricans in Puerto Rico, the United States, and elsewhere.

The Puerto Rican Studies Association will serve as an international forum for members engaged in diverse forms of scholarship through teaching, study, research, and community empowerment.

The Puerto Rican Studies Association will encourage interaction between individuals and groups from diverse regions, educational institutions, research organizations, community agencies, and individuals engaged in independent scholarly pursuits.

The Puerto Rican Studies Association will promote the exchange and dissemination of knowledge concerning materials, methods, and products of Puerto Rican Studies by organizing a conference at least once every two years, and other appropriate activities such as maintain a membership directory, distribute a newsletter, and other publications for its membership.

The Puerto Rican Studies Association will encourage and support the growth, continuation, and development of Puerto Rican Studies departments, academic and community-based programs, and other entities and activities designed to further the study and transformation of the Puerto Rican reality in Puerto Rico, the United States, and elsewhere.

The Puerto Rican Studies Association will foster exchanges with related professional and community-based organizations, including, among others, women’s studies, gay and lesbian studies, racial/ ethnic studies, area studies, and such other  groups, associations, or organizations of whatever character as the Association may, from time to time, deem appropriate.

ARTICLE III – Offices

The Association shall maintain in the State of New York a registered office and a registered agent at such office, and may have other offices within or outside of the State of New York as shall be determined by the Executive Council.

ARTICLE IV – Members

Section 1.  Classes of Members.

The Association shall have one class of members.  The designation of such class and the qualifications and rights of the members of such class (or classes) shall be as follows:

Membership shall be open to any person or institution supporting the stated objectives of the Association.

Section 2.  Admission of Members.

The Executive Council shall have the authority to grant or deny membership after consideration of a completed membership application submitted by the applicant. The Association accepts members of all nationalities, racial and ethnic groups, and excludes no one on the basis of political affiliation, gender, sexual orientation, age, religious affiliation, and/or physical disability. Membership in this Association is not transferable or assignable.

Section 3.  Membership Rights and Privileges.

Members in good standing shall be entitled to one vote on each matter submitted to a vote of the members and may run for an elected office.

Membership carries with it a definitive obligation to pay all applicable dues, fees and other charges (collectively referred to as “financial obligations”) as provided in these By-Laws and as determined by the Executive Council from time to time.  No member shall be considered to be in good standing if his or her financial obligations are in arrears. Members not considered to be in good standing on the basis of nonpayment of financial obligations shall have their membership automatically terminated.

Any member who is not in good standing, as determined by the Executive Council after appropriate due process, shall not be listed in the membership roll and shall not be entitled to vote, hold office or enjoy any other privilege of membership.

Section 4. Termination or Resignation of Membership.

Membership is automatically terminated without action by the Executive Council for failure to pay applicable dues for more than four months  from their due date or for failure to meet the eligibility requirements for membership.  For all other basis upon which termination of membership is made, the Executive Council, by affirmative vote of two-thirds of all directors, may suspend or expel a member for cause after an appropriate hearing.

Any member may resign by filing a written resignation with the Secretary.

Termination or resignation does not relieve a member from liability for any financial obligations accrued and unpaid as of the date of the termination or resignation. Upon written request signed by a former member and filed with the Secretary, the Executive Council may, by the affirmative vote of two-thirds of the directors in office, reinstate such former member to membership upon such terms as the Executive Council may deem appropriate.

Section 5.   Annual Meeting of the Membership.

There shall be an annual membership meeting each year held at such date, time and place as may be designated by the Executive Council.  The Executive Council shall present an Annual Report, which shall include a fiscal report, to the membership at the annual membership meeting.

Regular or special meetings of the membership may be held, within or outside the state of New York, at any time upon call of the Executive Council or on petition signed by at least 25 percent of the membership.

Notice of the annual meeting shall be given to each member personally by mail, electronic mail or other mode of written transmittal not less than 30 days or more than 50 days before such meeting. Notice of a regular meeting or special meeting shall be given to each member at least 10 days in advance.

A quorum for membership voting is twenty-five percent of the voting members present in person or by proxy. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.

Unless otherwise required by law or these By-Laws, an action by the membership shall be carried by a majority vote of the membership at a meeting at which quorum is present.

At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by his duly authorized attorney-in-fact.  No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Members may vote without a meeting in elections, or on any matter presented by the Executive Council, provided that, a quorum participates. Voting must be in writing and may be delivered by postal or other delivery, facsimile, electronic mail or any other electronic means.

ARTICLE V – Executive Council

Section 1. General Powers.

The affairs of the Association shall be managed by its board of directors (referred to herein as “Executive Council”).  It shall be the Executive Council’s duty to carry out the objectives and purposes of the Association, and to this end the Executive Council may exercise all powers of the Association.  The Executive Council shall be subject to the restrictions and obligations set forth by law and in the Association’s Articles of Incorporation and these By-Laws.

The Executive Council shall identify and designate the site for the Secretariat, which shall  serve as an administrative resource to the Executive Council when made possible by a collaborating institution.  The Secretariat shall carry out the following functions: keep records of all reports, transactions, and documents of the Association; exercise final oversight of the Association’s  membership records, conference fees, and conference-related logistics; assist the Program Chair in the organization of the biennial conference; serve as a liaison between the Executive Council and the webmaster and follow-up on all the related communications. The Secretariat should be informed of all the discussions and electronic correspondence between the Executive Committee of all matters pertaining to the Association. In the event that the Association does not have a Secretariat, the Executive Council shall take possession of all records of the Association in the possession of the most recent Secretariat, and shall delegate each of the responsibilities to an appropriate officer or staff member. Representatives from the Secretariat shall report to the Executive Council and, upon appointment by the Executive Council, may serve as an honorary nonvoting, ex officio member of the Executive Council.

Section 2.  Composition, Election, Term, and Qualifications.

The Executive Council shall consist of eleven (11) directors elected by the membership at large: President, Vice President/President-Elect, Secretary, Treasurer, Publications and Communications officer, Past President, and five (5) at large members to the Executive Council, consisting of: (a) three at large representatives, each of whom shall be the direct representative of the overall membership, and (b) two students, each of whom shall be the direct representative of the student members of the Association. The Executive Council may also designate one or more persons to serve as nonvoting ex officio members of the Executive Council. Directors and officers shall be members in good standing of the Association. Directors shall be elected by the membership at its annual meeting.  All directors serve for a term of two years; provided, however, that the three at large representatives shall serve for a term of four (4) years.  All terms shall begin January 1 and end when successors are elected and installed. No director shall serve more than one term in the same office.  The terms of directors may be staggered, so as to not all expire at the same time, to the extent and as determined by the Executive Council.  To this end, the term(s) of one (1) or more directors may be extended (but not abbreviated, as required by the N-PCL) to the extent and as determined by the Executive Council.

Section 3.  Annual and Regular Meetings.

Annual meetings of the Executive Council shall be held at such time and place, either within or outside the State of New York, designated by resolution of the Executive Council, without notice required other than by these By-Laws and such resolution.  The Executive Council may provide by resolution the time and place, either within or outside the State of New York, for the holding of additional regular meetings of the Executive Council without notice required other than these By-Laws and such resolution.

Section 4.  Special Meetings.

Special meetings of the Executive Council may be called by or at the request of the President or any two (2) directors.  The person or persons authorized to call special meetings of the Executive Council may fix any place, either within or outside the State of New York, as the place for holding any special meeting of the Executive Council called by them.

Section 5.  Notice.

Notice of any special meeting of the Executive Council shall be received by each director by mail, overnight courier, telecopier, electronic mail, or other mode of written transmittal, not less than three (3) days before the time set for such a meeting, and must include the time, date, place and purpose of such meeting.  Any director may waive notice of any meeting before, at or after such meeting.

Section 6.  Quorum.

A majority of the Executive Council in office shall constitute a quorum for the transaction of business at any meeting of the Executive Council, provided, that if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 7.  Manner of Acting.

The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Executive Council, except as otherwise provided by law, by the Association’s Articles of Incorporation, or by these By-Laws.  Each director shall have one (1) vote on all matters submitted to a vote of the Executive Council.  Directors may not vote by proxy.

Section 8.  Teleconferencing.

To the extent permitted by the N-PCL, any person participating in a meeting of the Executive Council may participate by means of conference telephone or by any means of communication by which all persons participating in the meeting are able to hear one another and otherwise fully participate in the meeting.  Such participation shall constitute presence in person at the meeting.

Section 9.  Action by Unanimous Written Consent.

Any action required to be taken at a meeting of the Executive Council or any action which may be taken at a meeting of the Executive Council may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors entitled to vote with respect to the subject matter thereof.

Section 10. Minutes.

Full minutes of each meeting of the Executive Council shall be recorded by the Secretary, containing results of the deliberations of the Executive Council.  The minutes shall be submitted to the Executive Council for approval at the subsequent meeting of the Executive Council.

Section 11.  Removal or Resignation of Directors.

Any director may be removed from office at any time by the affirmative vote of a majority of the Executive Council.  Any director may resign at any time by giving written notice to the President, Secretary, or to the Executive Council.  Such resignation shall take effect at the time specified in such notice, or, if no time is specified, at the time such resignation is tendered.

Section 12.  Vacancies.

Any vacancy occurring in the Executive Council or any directorship to be filled by reason of an increase in the number of directors may be filled at any time by the Executive Council.  A director selected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.  Vacancies may be filled or new directorships created and filled at any meeting of the Executive Council.  Such action shall be effected by the affirmative vote of a majority of the Executive Council present at a meeting at which a quorum is present.

ARTICLE VI – Officers

Section 1.  Definition of Officers.

The officers of the Association shall be a President, Vice President/President-Elect, Treasurer, Secretary, Publications and Communications Officer, Past President and such other officers as may be determined by the Executive Council.  The Executive Council may elect such other officers as it shall deem necessary and proper, such officers to be vested with such authority and to be obligated to perform such duties as shall be prescribed by the Executive Council. All officers shall be directors of the Association as a result of their membership on the Executive Council by virtue of their office, unless otherwise determined by the Executive Council.

Section 2.  Election, Term and Qualifications.

The officers of the Association  shall be members in good standing of the Association. Officers, except for the President and Past President, shall be elected by the membership.  Officers shall serve for a term of two (2) years, beginning January 1 and ending when their successors are elected and installed. No officer shall serve more than one term in the same office.

Section 3.  Removal or Resignation of Officers.

Any officer may be removed from office at any time by the affirmative vote of a majority of the Executive Council present at a meeting at which a quorum is present, whenever in their judgment the best interests of the Association would be served thereby.  Any officer may resign at any time by giving written notice to the President, Secretary, or to the Executive Council.  Such resignation shall take effect at the time specified in such notice, or, if no time is specified, at the time such resignation is tendered.

Section 4.  Vacancies.

A vacancy in any officership because of death, resignation, removal, disqualification, or otherwise, may be filled at any time by the Executive Council for the unexpired portion of the term.  Vacancies may be filled or new offices created and filled at any meeting of the Executive Council.  Such action shall be effected by the affirmative vote of a majority of the Executive Council present at a meeting at which a quorum is present.

Section 5.  President.

The President shall be the principal executive officer of the Association and shall in general supervise and have charge of all of the affairs of the Association, pursuant to the direction and oversight of the Executive Council.  The President shall preside at all meetings of the Executive Council and shall serve as the Chair of the Executive Council.  The President may sign any contracts, deeds, mortgages, and/or other instruments which the Executive Council has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Executive Council or by these By-Laws or by law to some other officer or agent of the Association.  The President shall supervise and provide direction to any employees of, or paid contractors to, the Association, if any, on a regular basis.

The President shall coordinate the organization of the Association’s biennial conference; represent the Association at public functions upon approval of the Executive Council; make public pronouncements in the name of the Association, upon approval of the Executive Council; be a member of the Program Committee; submit an annual report to the membership. The President, in consultation with the Executive Council, shall appoint a Program Chair for the biennial conference.  The President in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Executive Council from time to time.  The President shall immediately succeed to the office of Past President upon expiration of the President’s term of office.

Section 6.  Vice President/President-Elect.

The Vice President/President-Elect shall assist the President in general and specifically with respect to the elections, perform all duties incident to the office of Vice President/President-Elect and, in the absence or disability of the President, shall exercise the powers and perform the duties of the President. The Vice President/President-Elect shall immediately succeed to the office of president upon expiration of the President’s term of office, and in the event of the death, resignation, removal, or incapacity of the President.  The Vice President/President-Elect shall be a member of the Program Committee and shall organize the Award Committee.

Section 7.  Treasurer.

The Treasurer shall maintain the Association’s bank accounts, issue disbursement and deposit receivables as needed. The Treasurer shall keep up-to-date records of all the financial transactions of the Association, prepare the Association’s budget, make regular financial reports to the Executive Council, render an annual financial report to membership, prepare annual financial (state and IRS) reports and filings in accordance with state and federal law and in consultation with the Association’s CPA and perform all other duties incident to the office of the Treasurer.  The Treasurer shall make the books and records of the Association available to the Executive Council for review upon request.  The Executive Council may submit the books and records of the Association to a certified public accountant who shall serve as an independent auditor, inspect the accounts of the Association and submit an audit report to the Executive Council.  The Treasurer shall propose financial policies and procedures for the Association, subject to the approval of the Executive Council, and shall be responsible for overseeing the implementation of any such approved procedures.

Section 8.  Secretary.

The Secretary shall keep minutes and records of all meetings of all reports, transactions, and documents of the Association, the Executive Council and membership and perform all other duties customarily pertaining to the office of the Secretary.

Section 9.  Publications and Communications Officer.

The Publications and Communications Officer shall be responsible for overseeing Association publications, facilitating communication within the organization, and developing and maintaining the Association’s website.

Section 10.  Past President.

The Past president is an ex officio member of the Executive Council. The Past President shall perform such other duties as may be prescribed by the Executive Council from time to time.

Section 11.  Delegation of Duties.

One (1) or more duties of any officer of the Association may be expressly delegated by the Executive Council or by such officer to one (1) or more other officers, employees or agents of the Association, provided that if such delegation is not to another officer, then the officer shall supervise and oversee the actions of such employees or agents.  Actions taken by officers, employees or agents of the Association shall in all instances be subject to Article XV (Declaration of Policy) of these By-Laws, relating to limitations of responsibility and authority and restricting commitments on behalf of the Association and in matters of policy.

ARTICLE VII – Nominations and Elections

Section 1.  Nominating Committee.

The Executive Council shall issue a Call for Nominations and appoint a Nominations Committee at least one year prior to any annual meeting in which elections will be held. This committee shall meet at least sixty days prior to the Annual Meeting of the Membership.

Section 2.  Nominations.

The Nominating Committee shall receive nominations for each Executive Council position from any member in good standing with the consent of the nominee(s). The Nominations Committee will submit a list of recommended nominees to the Executive Council which will approve the final ballot. No individual may be nominated for more than one position on the ballot. The ballot will be included in the notice for the annual meeting.

ARTICLE VIII – Committees

Section 1.  Standing Committees.

In addition to the Nominating Committee, there shall be the following standing committees:

Awards Committee. In consultation with the Executive Council, and following the conclusion of each biannual conference, the President shall appoint an Awards Committee of at least three members, including the Vice-President/President-Elect, who will regularly serve as its chair.  This Committee shall receive, review, and assess all legitimately competing entries for awards offered by the Association, including the Book Award and the Dissertation Award.  Awards will be given to individuals who, in the Committee’s opinion, best deserves the Association’s acknowledgement as a particularly outstanding contribution to the field of Puerto Rican Studies and embodies the aims and goals of the Association.

Program Committee. The Program Committee shall be responsible for the organization of the biennial conference, the Call for Papers, and the program for the conference.  The Program Committee may also be responsible for such other public events and activities as determined by the Executive Council. The Program Committee shall consist of the President, the Vice-President/President-Elect, one at-large director, and one student director of the Executive Council, and any other member of the Executive Council or Association membership appointed to serve on the Committee by the Executive Council. The maximum or minimum members of the Program Committee shall be decided by the President and the Program Chair. The Program Chair shall submit to the Executive Council and the Secretariat a final report evaluating the conference two months after the conference.

Local Organizing Committee. The Local Organizing Committee is responsible for assisting the Program Committee in organizing the Association’s biennial conference, serving as the Association’s local advisory, logistical and organizing group. The Local Organizing Committee shall consist of Association members, representatives of collaborating institutions, and other community partners local to the conference venue. The Executive Council shall appoint a chair of the Local Organizing Committee.  The Local Organizing Committee shall obtain preliminary information about local resources, venues, sponsors, and other details related to the biennial conference; communicate such details to the Executive Council on a regular and timely basis; and keep the Executive Council (or its designee) fully informed of all conference logistics. Final decisions on all local matters should be made in consultation with the Chair of the Program Committee and the President.

Section 2.  Other Committees.

The Executive Council may appoint and dissolve such committees and task forces as the Executive Council may deem necessary or advisable, including but not limited to, committees on women’s issues, students issues, gay and lesbian issues, and elections.  The Executive Council shall determine the duties of any such group, its size and tenure. All committees and task forces established under this Article shall be subject to the authority of the Executive Council.

Section 3.  Committee Reports.

The chair of each committee shall report its activities regularly to the Executive Council. All committee activities shall be subject to approval by the Executive Council.

Section 4. Limitation on Delegated Authority.

Actions taken by committees shall in all instances be subject to Article XV (Declaration of Policy) of these By-Laws, relating to limitations of responsibility and authority and restricting commitments on behalf of the Association and in matters of policy.

ARTICLE IX – Employees and Contractors

One (1) or more employees or contractors, if such employees or contractors are deemed necessary by the Executive Council, may be hired on a full- or part-time basis, on a temporary or permanent basis, and/or on an employment or contract basis, by the Executive Council.  The President shall supervise and provide direction to any employees of, or paid contractors to, the Association on a regular basis.

ARTICLE X – Compensation

Officers and directors as such shall not receive any salary for their services; provided, however, that nothing herein contained shall be construed to preclude an officer or director from serving the Association in any other capacity and receiving reasonable compensation therefor.

ARTICLE XI – Finances

Section 1.  Fiscal Year.

The fiscal year of the Association shall be such period established by the Executive Council.

Section 2. Contracts.

The Executive Council may authorize any officer or officers, agent or agents of the Association, in addition to the officers so authorized by these By-Laws, to enter into any contract or execute or deliver any instrument in the name of and on behalf of the Association.  Such authority may be general or confined to specific instances.

Section 3.  Checks and Drafts.

All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Association, shall be signed by such officer or officers, or agent or agents of the Association, and in such manner, as shall be determined by resolution of the Executive Council.  In the absence of such determination by the Executive Council, such instruments shall each be signed by the President or Treasurer and one (1) other officer or director of the Association.

Section 4. Deposits.

All funds of the Association shall be deposited to the credit of the Association in such banks, trust companies, or other depositories as the Executive Council may select.

ARTICLE XIII – Books and Records

The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Executive Council and committees having any of the authority of the Executive Council.

ARTICLE XIV – Procedures

Section 1.  Notice of Meetings; Waiver.

Any notice required under these By-Laws may be given personally, by mail, electronic mail or other mode of written transmittal. If mailed, the notice shall be addressed to each person at such person’s address as it appears in the records of the Association. Notice may be waived by a signed written waiver by the person waiving such notice, or by attending a meeting without protesting the lack of notice.

Section 2.  Remote Communications.

To the extent permitted by the N-PCL, any person participating in a meeting of the membership, Executive Council, committee or other body of the Association may participate by means of conference telephone or by any means of communication by which all persons participating in the meeting are able to hear one another and otherwise fully participate in the meeting. Such participation constitutes presence in person at the meeting.

Section 3.  Parliamentary Authority.

All meetings of the Association shall be conducted in accordance with the latest edition of Robert’s Rules of Order, to the extent that such parliamentary procedures are not inconsistent with these By-Laws, the Association’s Articles of Incorporation, the N-PCL, or rules adopted by the Executive Council or membership for its own governance.

ARTICLE XV – Declaration of Policy

Responsibility and authority for any declaration of Association policy, and/or endorsement, and/or rejection of any matter on any subject of policy, is reserved to the judgment and discretion of the Executive Council.  Committees of the Association are not authorized directly or indirectly to commit the Association in any way or in any manner, financially or otherwise, without prior approval by the Executive Council, except as specified in the approved budget or in specific resolutions of the Executive Council.  The Executive Council, except as herein otherwise provided, shall have control of the affairs of the Association, including all matters relating to the acquisition, holding, management, control, investment, and disposition of the funds and other property of the Association.

ARTICLE XVI – Limitation of Liability and Indemnification

Section 1.  Limitation of Liability.

To the fullest extent permitted by the N-PCL and the IRC, the personal liability of the Officers and Directors of the Association is hereby eliminated.

Section 2. Indemnification.

To the fullest extent permitted by the N-PCL and the IRC, the Association shall indemnify and hold harmless each officer and director of the Association against any and all liabilities, costs and expenses (including attorneys’ fees and expenses) reasonably incurred by him or her or on his or her behalf in connection with any civil action or proceeding to which he or she may be a party by reason of his or her being or having been an officer or director of the Association, or by reason of any action alleged to have been taken or omitted by him or her in such capacity, except where the injury or damage was a result of:

(i) the willful misconduct of such person;

(ii) a crime, unless such person had reasonable cause to believe that the act was lawful;

(iii) a transaction that resulted in an improper personal benefit of money, property or services to such person; or

(iv) an act or omission that was not in good faith and was beyond the scope of authority of the Association pursuant to the N-PCL, the Association’s Articles of Incorporation, or these By-Laws.

Such indemnity shall be effective only in the event that the interested officer or director provides the Executive Council, within a reasonable time after the institution of such action or proceeding, written notice thereof.  Such indemnity shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-Law, agreement or otherwise.  Such indemnity shall inure to the benefit of the heirs, executors or administrators of each officer and director.  The Association may purchase liability insurance for the indemnity specified above to the fullest extent as determined from time to time by the Executive Council.

ARTICLE XVII – Duration and Dissolution

The duration of the Association shall be perpetual, except that it may be dissolved in the manner provided by the N-PCL.  Upon the dissolution of the Association, and after paying or making provision for the payment of all of the liabilities of the Association, all assets of the Association shall be distributed for one (1) or more of the Association’s exempt purposes within the meaning of IRC Section 501 [c] (3), or shall be distributed to the federal government, or to a state or local government, for a public purpose, in such manner as the Executive Council shall determine.

ARTICLE XVIII – Amendments

An amendment may be adopted by a two-thirds vote of the membership present in person or by proxy and voting at any annual meeting of the membership or at any special meeting thereof called for that purpose. The proposed amendment must accompany the notice of the meeting, which shall be given at least 30 days prior to the meeting.

ARTICLE XIX – Governing Law

All questions with respect to the construction of these By-Laws shall be determined in accordance with the applicable provisions of the laws of the State of New York.

ARTICLE XX – Headings

The headings of these By-Laws are intended solely for the convenience of reference and are not intended for any purpose whatsoever to explain, modify or place any construction upon any of the provisions of these By-Laws.

ARTICLE XXI – Severability

All provisions of these By-Laws are severable.  If any provision or portion hereof is determined to be unenforceable in arbitration or by a court of competent jurisdiction, then the remainder of the By-Laws shall remain in full effect.

Adopted by the Membership at the 9th Biennial Conference, on Saturday October 23, 2010, in Hartford, Connecticut.