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Porters, Handymen, and Doorman, or PHD's Blog
 
ASSOCIATION BYLAWS
 

This is a true transcript of the bylaws as adopted by the Board of Directors of the Superintendents Technical Association Inc. on September 3, 2003.

 
 
BY-LAWS
of the

 
SUPERINTENDENTS TECHNICAL ASSOCIATION, INC.
a.k.a.
SUPERINTENDENTS CLUB OF NEW YORK

                                    

 

ARTICLE I - OFFICES

The principal office of the Corporation shall be in the City of New York, State of New York.  The Corporation may also have offices at such other places within or without this state as the board may from time to time determine or the business of the Corporation may require.

ARTICLE II - PURPOSE

The purpose of the Corporation is to conduct the following activities, which are exclusively charitable, literary and educational within the meaning of Sec­tion 501(c)(3) of the Internal Revenue Code of 1986, as the same may be amended from time to time:

 (a) To create a technical society of multifamily building maintenance personnel to enhance the skills of the members in the technology of building maintenance; and to achieve higher standards of building operations for the benefit of the tenants and owners of multifamily buildings.

(b) To advance the mutual interests of the members of the Corporation; to promote activities aimed at enabling the multifamily building maintenance industry to conduct itself with the greatest efficiency and facilitate proper consideration and expression of opinion upon questions affecting the industry; to acquire, assemble and disseminate valuable business information; to adopt standards of conduct and operation for the industry and by lawful means secure and obtain compliance therewith by its members and other persons, firms or corporations engaged in the industry; to promote the general welfare of the industry; to  set and achieve objectives that are proper and lawful objectives of a trade association; to assure that all actions of the Corporation be consistent with applicable law, public interest and in the interests of this industry and trade and the members of the Corporation.

(c) To do any other act or thing incidental to or connected with the foregoing purposes or in advancement thereof, but not for the pecuniary profit or financial gain of its members, directors or officers, except as set forth under the provisions applicable to Type A Corporations under the Not For Profit Corporation Law of the State of New York;

(d) To engage in any other exclusively charitable, literary, educational and scientific activities within the meaning of Section 501(c)(3) of Internal Revenue Code of 1986, as amended (the "Code") by either (A) making distributions to one or more other organizations, agencies or institutions which are (i) organized and operated exclusively for religious, charitable, scientific, literary or educational purposes, no part of the net earnings of which inures to the benefit of any private shareholder or individual, (ii) are not disqualified for tax exemption under Section 501(c)(3) of the Code by reason of attempting to influence legislation, (iii) do not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office, and (iv) contributions to which are deductible under Section 170(c)(2), 2055(a)(2) and 2522(a)(2) of the Code, or (B) itself conducting and engaging in any other charitable, scientific, literary or education activities of all kinds and descriptions, provided that the Corporation shall not carry on any activities not permitted to be carried on by (i) a Corporation exempt from Federal Income tax under Section 501(c)(3) of the Code or (ii) a Corporation contributions to which are deductible under Section 170(c)(2), 2055(a)(2), and 2522(a)(2) of the Code, or corresponding provision of any subsequent United States tax laws.

The Corporation shall have the authority to exercise all of the powers conferred upon Type A Corporations organized under the Not-For-Profit Corporation Law of the State of New York, provided, that the exercise of any such powers shall be in furtherance of any one or more of the aforesaid exempt purposes of the Corporation.

ARTICLE III - DIRECTORS

1. MANAGEMENT, AUTHORITY, NUMBER AND QUALIFICATION OF THE DIRECTORS

The Corporation shall be managed by the board of directors, which shall consist of not less than three (3) directors.  Each director shall be at least eighteen years of age.

2. ELECTION AND TERM OF DIRECTORS

At each annual meeting of the directors, they shall elect directors whose terms have expired.  To provide for continuity of leadership, it will be the objective to provide staggered terms of one, two and three years. Each director shall hold office until the expiration of the term for which he/she was elected and until his/her successor has been elected and shall have qualified, or until his/her prior resignation or removal.

3. INCREASE OR DECREASE IN NUMBER OF DIRECTORS

The number of directors may be increased or decreased by a vote of majority of all of the directors.  No decrease in the number of directors shall shorten the term of any incumbent director.

4. NEWLY CREATED DIRECTORSHIPS AND VACANCIES

Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the board for any reason may be filled by a vote of a majority of the directors then in office, although less than a quorum exists, unless otherwise provided in the certificate of incorporation.  A director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his/her predecessor.

5. REMOVAL OF DIRECTORS

Any of the directors may be removed for or without cause by action of the board.

6.  RESIGNATION

A director may resign at any time by giving written notice to the board, the president or the secretary of the Corporation.  Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board or any such officer, and the acceptance of the resignation shall not be necessary to make it effective.

7. QUORUM OF DIRECTORS

Unless otherwise provided in the certificate of incorporation, a majority of the entire board shall constitute a quorum for the transaction of business or of any specified item of business.

8. ACTION OF THE BOARD

Unless otherwise required by law, the vote of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall be the act of the board unless the act of a greater number is required by law or by these by-laws.  Each director present shall have one vote.

9. PLACE AND TIME OF BOARD MEETING

The board may hold its meeting at the office of the Corporation or at such other places, either within or without the state, as it may from time to time determine.

10.  REGULAR ANNUAL MEETING

A regular annual meeting of the board shall be held on the 1st Tuesday or Wednesday of December each year except that if such day be a legal holiday then in that event the directors shall fix a day not more than one week from the date fixed by these by-laws.

11. NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT

Regular meetings of the board may be held without notice at such time and place as it shall from time to time determine. Special meetings of the board shall be held upon notice to the directors and may be called by the president upon three days' notice of each director either personally or by mail, by telefacsimile or by wire; special meetings shall be called by the president or by the secretary in a like manner on written request of two directors.  Notice of a meeting need not be given to any director who submits a 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/her.

A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.  Notice of the adjournment shall be given all directors who were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors.

12. CHAIRMAN

At all meetings of the board the president, or in his/her absence, a chairman chosen by the board shall preside.

13.  EXECUTIVE AND OTHER COMMITTEES

The board, by resolution adopted by a majority of the entire board, may designate from among its members an executive committee and other committees. Each such committee shall serve at the pleasure of the board.

14. INFORMAL ACTION BY DIRECTORS

Any action required by law to be taken at a meeting of the directors, or any action which may be taken at a meeting of directors, 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.

15.  COMPENSATION

Directors shall not receive any compensation for their services as directors.

ARTICLE IV - OFFICERS

1.  OFFICERS

The officers of the Corporation shall be a president, one or more vice presidents (the number thereof to be determined by the board of directors), a secretary, a treasurer and such other officers as the board of directors may elect or appoint, including one or more assistant secretaries and one or more assistant treasurers.  Such officers are to have the authority to perform the duties prescribed, from time to time, by the board of directors.  Any two or more offices may be held by the same person, except the office of president and secretary.

2.  ELECTION AND TERM OF OFFICE

The officers of the Corporation shall be elected annually by the board of directors at the regular annual meeting of the board of directors.  If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as may be convenient.  New offices may be created and filled at any meeting of the board of directors.  Each officer shall hold office until his/her successor shall have been duly elected and shall have qualified.

3.  REMOVAL

Any officer elected or appointed by the board of directors may be removed by the board of directors with or without cause whenever in its judgment the best interests of the Corporation would be served thereby.

4.  VACANCIES

A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term.

5.  PRESIDENT

The president shall be the chief executive officer of the Corporation; he/she shall preside at all meetings of the board; he/she shall have the general management of the affairs of the Corporation and shall see that all orders and resolutions of the board are carried into effect.  The President (or any other officer) may be empowered by the board to sign checks without the countersignature of any other person.

6.  VICE PRESIDENTS

During the absence or disability of the president, the vice president, if one is elected or appointed, or if there are more than one, the executive vice president, shall have all the powers and functions of the president.  Each vice president shall perform such other duties as the board shall prescribe.

7.  TREASURER

The treasurer shall have the care and custody of all the funds and securities of the Corporation, and shall deposit said funds in the name of the Corporation in such bank or trust company as the directors may elect; he/she shall, when duly authorized by the board of directors, sign and execute all contracts in the name of the Corporation, when countersigned by another officer; he/she shall also sign all checks, drafts, notes and order for the payment of money, which shall be duly authorized by the board of directors and shall be countersigned by another officer; he/she shall at all reasonable times exhibit his/her books and accounts to any director of the Corporation upon application at the office of the Corporation during ordinary business hours.  At the end of each corporate year, he/she shall have an audit of the account of the Corporation made by a committee appointed by the president, and shall present such audit in writing at the annual meeting of the directors, at which time he/she shall also present an annual report setting forth in full the financial conditions of the Corporation.

8.  SECRETARY AND ASSISTANT-SECRETARY

The secretary shall keep the minutes of the board of directors.  He/she shall have the custody of the seal of the Corporation and shall affix the same to documents when duly authorized by the board of directors.  He/she shall attend to the giving and serving of all notices of the Corporation, and shall have charge of such books and papers as the board of directors may direct; he/she shall attend to such correspondence as may be assigned to him/her; he/she shall execute any and all documents in the name of the Corporation when duly authorized by the Board of Directors and perform all the duties incidental to his/her office.  The Assistant Secretary shall have all the powers and functions of the Secretary during the absence or disability of the Secretary.

9.  SURETIES AND BOND

In case the board shall so require, any officer or agent of the Corporation shall execute to the Corporation a bond in such sum and with such surety or sureties as the board may direct, conditioned upon the faithful performance of his/her duties to the Corporation and including responsibility for negligence and for the accounting for all property, funds or securities of the Corporation which may come into his/her hands.

ARTICLE V - SEAL

The seal of the Corporation shall be as follows:

ARTICLE VI - FISCAL YEAR

The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December in each year.

ARTICLE VII - CONTRACTS, CHECKS, DEPOSITS AND FUNDS

1.  CONTRACTS

The board of directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these by-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined specific instances.

2.  CHECKS, DRAFTS, ETC.

All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the board of directors.  In the absence of such determination by the board of directors, such instruments shall be signed by the treasurer and countersigned by the president or a vice president of the Corporation.

3.  DEPOSITS

All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the board of directors may select.

4.  GIFTS

The board of directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation.

ARTICLE VIII - CONSTRUCTION

If there be any conflict between the provisions of the certificate of incorporation and these by-laws, the provisions of the certificate of incorporation shall govern.

ARTICLE IX - WAIVER OF NOTICE

Whenever any notice is required to be given under any provision of the law or under the provisions of the articles of incorporation or the by-laws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE X - AMENDMENTS TO BY-LAWS

These by-laws may be altered, amended or repealed and new by-laws may be adopted by a majority or all of the directors holding office at any annual meeting or at any special meeting, if at least three days' written notice is given of intention to alter, amend or repeal or to adopt new by-laws at such meeting.

(end of bylaws)

To view bylaws in effect prior to September 3, 2003 click here.