YONKERS DOWNTOWN & WATERFRONT BUSINESS IMPROVEMENT DISTRICT, INC. BY-LAWS
ARTICLE I NAME AND PRINCIPAL OFFICE OF THE CORPORATION
1 .1 Name: The name of this corporation shall be: Yonkers Downtown/Waterfront Business Improvement District, Inc., a New York Nonprofit Corporation.
1.2 Offices: The offices of the Corporation shall be located at 2 – 4 Hudson Street, Yonkers, New York 10701 and/or at such other location s within or without the BID District as the Board may determine.
ARTICLE II PURPOSE AND POWER
The Corporation shall:
a . Serve the BID Members and the City by formulating, promoting and implementing the economic revitalization and general welfare of the BID District and the City ;
b . Promote and preserve the cultural, historic, tourist and civic interests of the BID District and the City; help maintain a clean and safe environment in the BID District, and seek and apply available public and private resources for these purposes;
c. Provide a mechanism by which service companies, retail establishments, property owners, employers, citizens, non-profit organizations and others can cooperate to promote business opportunities, employment, consumer choices, shoppers’ facilities, business improvement and general civic interests within the BID District; and
d. Aid, work with, and participate in the activities of other organizations, individuals and public and private entities within and outside the City engaged in similar activities as those of the Corporation.
The Corporation shall not:
e. Engage in any transaction or permit any act or omission which shall operate to deprive it of its tax-exempt status under Section 501(c)(3) of the IRC;
f. In any manner or to any extent, participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office; and
g. Engage in any “prohibited transaction” as defined in Section 503(b) of the IRC.
The Corporation shall have such powers as are now or may hereinafter be granted under the City Enabling Ordinance, any amendment or successor ordinance thereof or thereto, and the laws of New York that are in furtherance of the Corporation’s exempt purposes within the meaning of Section 501(c) (3) of the IRC, or of the corresponding section of any future IRC.
ARTICLE III MEMBERSHIP
3.1 Classes of Members and Requirements for Membership
The Corporation shall have four (4) classes of members:
a . Class A. Class A members of the Corporation shall consist of (i) the current owners of record of each recorded tax lot shown on the City of Yonkers Tax Map within the BID District (as determined by the City of Yonkers Tax Assessor’s records ) and (ii) is required to pay the BID Special Assessment.
b . Class B. Class B members of the Corporation shall consist of the tenants with written leases then in effect for commercial space(s) within the BID District who are not eligible for Class A membership.
c . Class C. Class C members of the Corporation shall consist of those persons who occupy residential dwelling units in the BID District (i.e. rental tenants, tenants of cooperative corporations and condominium owners ), and who are not eligible for Class A or Class B membership.
Voting Members Not Entitled to Vote for Directors
d . Class D. The three (3) Class D members of the Corporation shall consist of the Mayor of the City of Yonkers , the chief financial officer of the City of Yonkers, and the City Council member who represents the BID District, each of whom may appoint a representative to represent them to the Board, and such representative shall have the full powers of the Class D member.
3.2 Eligibility to Vote at Annual or Special Elections; Voting Rights
a. Registration to Vote
(i) Class A members wishing to vote at the Annual Meeting for the Corporation’s Board of Directors must fill out a registration card and deliver it to the Corporation’s office no less than five (5) days prior to the Annual Meeting date at which the election will be held. Purchasers of eligible taxed property within the BID District who close title to the property less than five (5) days prior to the Annual Meeting at which the election will be held may vote if they bring a copy of their closing papers to Corporation’s office on the day of the Annual Meeting. The new owner of taxable lot(s) within the BID District automatically becomes a Class A member and may designate a representative for voting purposes in writing to the Board.
(ii) Class B members must be able to present a copy of their commercial lease(s) (or other proof of commercial tenancy) upon request by a Director or by one the Corporation’s staff. Class B members wishing to vote at the Annual Meeting for the BID Board of Directors must fill out a registration card and deliver it to the Corporation’s office no less than five (5) days prior to the Annual Meeting date at which the election will be held.
b . Voting Rights
(i) At all Annual or Special Meetings, Class A members shall have the right to cast one (1) vote for each taxable lot such member owns within the BID District. Taxable lots shall be determined by the City of Yonkers Tax Assessor’s tax records retrieved by the Corporation no less than 30 days prior to the Annual Meetings.
(ii) At all Annual or Special Meetings, Class B members shall have the right to cast one (1) vote for each written lease(s) then in effect for each commercial space(s) within the BID District.
(iii) If a Class A or Class B member is not a natural person but is a corporation, limited liability corporation, partnership or other legal entity, such entity may be represented by either (A) an officer or partner of the entity or (B) by appointing a representative to cast its vote(s) at an Annual or Special Meeting. Written notice of such appointment, signed by an officer, member, partner or other person of authority (as the case may be) must be submitted in writing at the Annual or Special Meeting of the Corporation in order to vote.
(iv) Except for the election of Directors, at any Annual or Special Meeting duly called and held, and at which a quorum is present, a majority of the votes cast at such meeting for or against a question or resolution by the members of all classes entitled to vote thereon, and who are present in person or by proxy, shall decide such question. Class D members may cast one vote each on any such question or resolution, but cannot vote for Directors.
c . Voting for Board Members
(i) Class A and Class B members are the only classes of membership with the right to vote for the Directors. Class A and Class B members can only vote for Directors within their respective classes.
(ii) At any Annual Meeting duly called and held for the election of the Directors at which a quorum is present, those Directors receiving a majority of the votes cast by the members of any class entitled under these by laws to elect Directors as a class, shall be elected.
3.3 Termination of Membership in the Corporation.
a . Membership in the Corporation shall continue as long as the member meets the requirements for membership described in Paragraph 3.1 above, or by the resignation, withdrawal of a member or upon dissolution and liquidation of the Corporation, or upon the death of any member if such member is an individual , and upon dissolution and liquidation if such member is a corporation or other entity.
b . Class A membership shall terminate five (5) days after the Class A member is no longer an owner of record of taxable lot(s) within the BID District
c . Class B membership shall terminate thirty (30) days after the tenant’s commercial lease for space within the BID District expires and is not renewed, or is cancelled or surrendered by the tenant.
d . Class C membership shall terminate when the Class C member is no longer a tenant (or owner of a residential condominium or cooperative) of a residential dwelling unit within the BID District
e . Class D membership shall terminate when the person who appointed such member is no longer the Mayor of the City of Yonkers or the City of Yonkers chief financial officer, or the City Council member who represents the BID District, as the case may be.
f . Any member may resign or withdraw from the Corporation upon thirty (30) days prior notice in writing to the Corporation’s Secretary. Such resignation or withdrawal shall be effective thirty (30) days from the date of such notice.
ARTICLE IV: MEETINGS OF THE MEMBERSHIP
4.1 Annual Meeting, Election of Board, Quorum.
a. The Annual Meeting of the membership for transacting any business of the Corporation shall be held each year at such date, time, and place within the BID District as may be specified by the Board. Annual Meetings shall occur no more than fourteen (14) months from the preceding Annual Meeting and no less than twelve (12) months from the preceding Annual Meeting. An annual Fiscal Report by the Treasurer and an Executive Director’s Report will be presented at each Annual Meeting.
b. Election of the Board. An election of the Board shall be held at the Annual Meetings that are held in the even numbered years (e.g. 2002, 2004, 2006, et al.).
c. A quorum of members for the Annual Meeting shall be ten percent (10%) of each respective class that has the right to vote.
4.2 Special Meetings.
a. A Special Meeting of the membership of the Corporation may called by (i) a majority of the Board, or (ii) the Chair, or (iii) upon the written demand by members of the Corporation entitled to cast ten percent (10%) of the total number of votes at such Special Meeting on the date of the written demand.
b. All Special Meetings shall be held at such time and place within the BID District as may be designated in the notice of the Special Meeting ; however, if a Special Meeting is called by written demand, such Special Meeting shall be held not be less than one (1) nor more than two (2) months from the date of the written demand. A quorum of members for a Special Meeting shall be ten percent (10%) each of the Class A and Class B members.
4.3 Notices of Annual or Special Meetings.
a . Written notice to the Corporation’s members of Annual or Special Meetings shall be given to each Member entitled to vote at such meeting by (i) posting a notice on the Corporation’s website, stating the place, date, and hour thereof and (ii) sent either by fax or by first class mail not less than fifteen (15) nor more than thirty (30) days before the date of the meeting.
b . If the notice is for a Special Meeting, such notice shall also state that by whom the Special Meeting is called and the purpose or purposes for which the Special Meeting is called.
If a quorum (as defined in Section 4.1 above) shall not be present or represented at any Annual or Special Meeting, the members present entitled to vote thereat, either present in person or represented by proxy, shall have the power by a majority of the votes so represented to adjourn the Annual or Special Meeting to another date and time without notice other than an announcement, at the Annual or Special Meeting, of the date, time and place of the adjourned Annual or Special Meeting; provided however that the date and time of the new Annual or Special Meeting shall be posted on the Corporation’s website. Subject to any further notice being required by law, at any adjourned Annual or Special Meeting at which a quorum is present, any business may be transacted that might have been transacted on the original date of the Annual or Special Meeting.
ARTICLE V: BOARD OF DIRECTORS
5.1 General Powers.
The business of the Corporation shall be managed by its Board, which shall have general supervision of the Corporation, including all powers not expressly reserved to the membership or expressly granted to others by the Corporation’s certificate of incorporation or these by laws.
5.2 Membership of the Board
The Board shall consist of thirteen (13) Directors, as follows:
a . seven (7) Class A members;
b . two (2) Class B members;
c . one (1) Class C member; and
d . three (3) Class D members.
5.3 Election of Directors , Appointment of the Class C Board Member, Proof of Qualifications
Directors shall be elected at Annual Meetings held in even-numbered years, as follows:
a . The members of Class A shall elect seven (7) Directors to represent them on the Board from among their number or, if members are corporations, partnerships or other entities, from among the representatives of such members. In no event shall the number of Directors elected from Class A constitute less than a majority of the entire voting Board.
b . The members of Class B shall elect two (2) Directors to represent them on the Board from among their number or, if members are corporations, partnerships or other entities, from among the representatives of such members.
c . Prior to the vote for Directors in Class A and B, there will be the opportunity for members of these Classes to make nominations from the floor.
d . If an entity or individual is the owner of property within the BID District and thereby a Class A Member, and is also the tenant of that property, that entity or individual shall only be able to vote as a Class A member.
e. Proxy. If a Class A or Class B Member cannot be present, their votes may be assigned to another member or representative (proxy) (A) in writing, (B) on the member’s letterhead, (C) signed by the voting member or an officer or partner of the voting member , and (D) delivered to the Executive or Deputy Director before or at an Annual or Special Meeting.
f. The one (1) Class C Director shall be appointed by the Board at its first meeting after the Annual Meeting where the Board members were elected.
g. Anyone who is elected or appointed as a Director must deliver to director or deputy director at the Corporation’s office within seven (7) days of their election or appointment written proof of their qualification to be a Director. This proof shall be in the form of (A) a letter from a Class A or Class B member designating them as their representative to be a Director (B) (if the new Director owns a property in his name in the BID District or has a commercial lease in his name in the BID District), a copy of the deed to the property or a copy of the commercial lease, or (C) for the Class C appointee, written proof of his current residency within the BID District.
5.4 Directors’ Term of Office
Each Director shall hold office for two (2) years and until their successor is elected and qualified, or until their earlier death, resignation, incapacity to act or removal. Directors may be re-elected after their terms expire.
5.5 Vacancies, Resignations and Removals.
a . If a vacancy on the Board is created by the death, resignation, removal or incapacity to act of a Class A or B Director , the Board may, by a vote of the majority of Directors , appoint a new Director to fill the vacancy.
b . A Director elected or appointed to fill a vacancy shall hold office until the expiration of the term of the Director being replaced or until the election (or appointment) and qualification of a successor.
c. A Director shall cease to be a Class A, Class B or Class C member of the Board after three (3) consecutive absences from Board meetings, or three (3) non-consecutive absences from six (6) consecutive Board meetings. Any Director may resign by a notice in writing to the Chair of the Board. The acceptance of any such resignation, unless required by the terms thereof, shall not be necessary to make the same effective.
d. Any Directors representing either Class A or Class B member may be removed at any time with cause by the majority vote of the class of members that elected such member.
e. The Class D members who are the Mayor of Yonkers or City Council member representing the
BID District shall automatically cease to be a Director at the expiration of their term of office, or by voter recall, death or resignation, and such a vacancy shall be filled by the newly elected Mayor or City Council member. These newly elected Class D members may immediately appoint a representative to represent them on the Board and serve as a Class D Director.
f. If a vacancy in the Class D Directors is created by the death, resignation, removal or incapacity to act of the appointed representative of the Class D member, the Class D member shall appoint a new representative to act as a Class D Director. In addition, a Class D Director who is the appointed representative of a Class D member may be removed with or without cause by the Class D member who appointed this Director.
5.6 Board Committees
a . The Board, by a resolution adopted by a majority of the entire Board, may designate from among its members a Governance Committee, a Finance Committee, a Quality of Life Committee, an Events and Marketing Committee and such other standing committees as the Board from time to time may find appropriate. Each standing committee shall consist of at least three (3) Directors and include one officer of the Board, who will head the committee. Board committees shall make recommendations for action in their particular area of focus to the Board, except that no such committee shall have the authority to bind the BID as to the following matters:
(i) The submission to members of the Corporation of any action requiring BID members’ approval under the laws of the State of New York;
(ii) The filling of vacancies in the Board of Directors or in any committee;
(iii) The fixing of compensation of the Directors for serving on the Board, on any Board committee ;
(iv) The amendment or repeal of these by laws or the adoption of new by laws; and
(v) The amendment or repeal of any resolution of the Board that by its terms shall not be so amended or repealed by a committee.
b . There shall also be an Officers Committee composed solely of the Board’s Chair, Vice-Chair, Treasurer and Secretary which shall meet at the discretion of these officers.
c. The Governance Committee shall be responsible for making nominations to the Board for Directors of the Board to be elected at an Annual Meeting (in even-numbered years only) no less then thirty (30) days prior to this Annual Meeting. These nominations will be submitted in writing to the Board of Directors, and provided to the general membership by mail along with the notice of this Annual Meeting at which Directors will be elected.
d. The Finance Committee shall recommend an auditor for the Corporation to be appointed by the Board, shall define the scope of the audit to be performed, and shall review the annual financial statements of the Corporation prior to their submission to the members. The Finance Committee may examine and consider such matters relating to the financial affairs of the Corporation, as the Committee deems desirable.
e . Any Director may attend any of the various committee meetings, but only in a non-voting capacity where the Director is not a member of that committee. All disputes on a Committee shall be settled by majority vote.
f. Each Director must serve on at least one Board committee. A Director may choose which committee upon which the Director wishes to serve; provided, however, that if a Director fails to choose a committee the Director will be appointed to a committee by the Chair. Failure to attend three (3) consecutive committee meetings or three (3) meetings out of six (6) consecutive meetings shall result in the Director automatically being removed from membership in that committee. In such event the Director must immediately choose become a member of another committee or be appointed by the Chair.
g. Each committee shall serve at the pleasure of, and be responsible to, the Board. Each committee shall keep minutes of its meetings and report them to the Board at the Board meetings.
5.7 Board Meetings.
a. The Board shall hold meetings at such times and such places as may be determined by the Board, but in no event meet less than six (6) time per year. The schedule of Board meetings shall be posted on the Corporation’s website.
b . The Board may allow Corporation members to attend Board meetings as observers, who cannot vote or comment (unless invited to comment by a majority of the Board); provided, however, that the Board may hold executive meetings at which Corporation members may not attend. The Board may, at its discretion, invite guests to make presentations at its meetings, and determine a time limit for such presentations.
c . Proxies for Directors or their designated representatives are not allowed at Board meetings, i.e., a Director or the Director’s designated representative must be present, in person or by telephone, in order to vote at Board meetings.
e. Board meetings shall not be video or audio taped or recorded except by a three-quarters affirmative vote of the Directors present at the meeting.
5.8 Special Meetings of the Board.
Special meetings of the Board may be called at any time by the Chairman or a majority of the Directors on five (5) days notice by mail, email, telephone or fax.
5.9 Robert’s Rules, Quorum, Voting.
a. The Board meetings shall be run according to Robert’s Rules of Order or by another method chosen by a three-fourths majority vote of the Board.
b. Five (5) Directors present shall constitute a quorum at Board meetings. At every Board meeting a quorum must be present in order to transact any business
c. Except as otherwise provided by law or in the Corporation’s certificate of incorporation or these by laws, any actions taken by the Board meeting may be taken upon affirmative vote by a majority of Directors present and entitled to vote , recorded as a written resolution, and attached and made a part of the meeting’s minutes. All resolutions shall be signed by the Secretary of the Corporation.
d. Each Director shall have one vote at Board meetings, except for the Chairman (or the Director who is acting as chairman for the meeting), who can vote only in order to break tie votes.
If there is less than a quorum present at any Board meeting, a majority of those Directors present may adjourn the meeting to another time and place, and the time and place of the new meeting shall be posted on the Corporation’s website.
5.11 Action without a Meeting and Meeting by Conference Call
Any action required or permitted to be taken at any meeting by the Board or any committee thereof may be taken without a meeting if a majority of the members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action and the resolution and the written consents are filed with the minutes of proceedings of the Board or the committee, or the Board may meet by conference call and so adopt such a resolution, provided the conference call meeting has a quorum present on the conference call.
5.12 Attending Meeting by Conference Call
One or more members of the Board or any committee thereof may participate in a meeting of such Board or 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 a meeting.
Directors shall not receive any compensation for their services as Directors or committee members but may receive compensation for expenses incurred as part of their duties as Board members limited to reimbursement of expenses, upon submittal of receipts or invoices to the Corporation’s employees.
5.14 Conflict of Interest
All of the Corporation’s directors and employees shall read and submit the Corporation’s Conflict of Interest Policy form, and follow such conflict of interest policies stated therein.
ARTICLE VI: OFFICERS
The Board shall elect the officers of the Corporation. Such officers shall include a Chair, Vice‑ Chair, Treasurer and Secretary, and may include such other officers as the Board from time to time shall find appropriate. The officers shall exercise the powers and perform the duties designated in the BID By Laws and such other duties that usually pertain to their respective offices or as are properly delegated or assigned to them from time to time by the Board or Chair. Each officer shall hold office for the two years of their term as a Director.
6.2 Powers and Duties of the Officers
a. Chair: The Chair of the Corporation shall have the power to sign for the Corporation all deeds, checks and other instruments, and perform such acts and or functions as pertain to the office of the Chair. The Chair shall preside over the Corporation’s Annual, Special and Board meetings.
b . Vice- Chair: During the absence or disability of the Chair, the Vice-Chair shall have all the powers and functions of the Chair. The Vice-Chair shall perform such other duties as the Board shall prescribe.
c . Secretary: The Secretary shall keep, or cause to be kept, the minutes of the Board meetings, and shall give or cause to be given, all notices in accordance with the provisions of these by laws or as required by law. These responsibilities may be delegated a Corporation employee. The Secretary shall oversee the keeping of the corporate records, the corporate seal, maintaining the membership roles and in general shall perform all the duties incident to the office of Secretary, and such other duties as may be assigned the Board.
d . Treasurer: The Treasurer shall oversee the work of the certified public account hired by the Corporation to keep correct and complete books and records of the Corporation’s funds and accounts. The Treasurer shall review all financial reports of the Corporation prepared and certified by a firm of certified public accountants, report to the Board on the financial affairs of the Corporation, and shall submit, or cause to be submitted, copies of statement of accounts receivable and payable to each Director at each Board meeting, and shall oversee the achieving of these financial records. The Treasurer shall be the head of the Finance Committee.
a. Any Director who represents a Class A or Class B member, or is the Class C Director, may be removed as a Director by the Board by majority vote of the Board. The removed Director may be replaced by a majority vote of the Board.
6.4 Executive Director and Deputy Director(s)
a . The Board will, upon the recommendation of the Governance Committee, hire an Executive Director and one or more Deputy Director(s) and other employees of the Corporation and set the compensation of these employees. The Governance Committee shall review the work performance of the Executive Director.
b . The Executive Director shall act as the Corporation’s chief executive , with authority to implement, direct and supervise the activities of the Corporation and its employees and the responsibility for the day-to-day operation of the Corporation. The executive director shall be a member ex-officio of all committees (without a vote), and perform such acts as are assigned by the Board. The executive director shall review the work performance of the other Corporation’s employees.
ARTICLE VII: AMENDMENTS
7.1 Amending the BID By Laws
a . These by laws may be amended at an Annual or Special Meeting, or at any meeting of the Board .
b. If any BID by law regulating the election of Directors is to be amended by the Board, such amendment shall be set forth in the notice of the next Annual Meeting or Special Meeting with a concise statement of the changes made and the general membership shall vote to accept or not to accept such amendments or adoptions to the BID by laws.
ARTICLE VIII: MISCELLANEOUS
8.1 Fiscal Year.
The fiscal year of the Corporation shall be January 1st through December 31st.
All checks, contracts, or demands for money and notes of the Corporation in excess of five hundred ($500) dollars shall be signed by any two of the following: Chair, Vice‑Chair , Treasurer, Secretary and Executive Director, or any other person as the Board may from time to time designate.
8.3 Waiver of Notice.
Whenever any notice is required to be given under the provisions of the laws of the State of New York, the Corporation’s certificate of incorporation, or these by laws, a waiver thereof in writing, signed by the Chair, Vice- Chair, Secretary, or Treasurer of the Corporation or the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.
8.4 Year-End Fiscal and Executive Directors Reports.
A year-end fiscal report prepared by the Treasurer shall be presented to the membership at the Annual Meeting. A year -end Executive Director’s report with accomplishments for the past year and goals and objectives for the upcoming year shall be presented to the members at the Annual Meeting.
8. 5 Audits.
A certified public accountant shall perform an annual audit of the Corporations books and records, as supervised by the Treasurer.
ARTICLE IX: INDEMNIFICATION
The Corporation may, to the fullest extent permitted by law, purchase and maintain insurance to indemnify its Directors or officers and indemnify and advance expenses to each individual made, or threatened to be made, a party to any action by reason of the fact that such individual is or was a Director or officer of the Corporation or served any other corporation or entity at the request of the Corporation.
ARTICLE X: INVESTMENTS
10.1 Investments and Proxies.
The Board shall have the power to make investments of the funds of the Corporation , to change these investments and may sell, from time to time, any part of the securities owned by the Corporation or any rights or privileges that may accrue thereon. Any officer of the Corporation, or such other person or persons as the Board may designate, may execute and deliver on behalf of the Corporation proxies for stock owned by the Corporation appointing persons to represent and vote such stock at any meeting of stockholders, with full power of substitution, or rescinding such appointments.
10.2 Transfer and Assignment.
The Board may authorize any officer, or other person or persons to execute such form of transfer or assignment as may be customary or necessary to constitute a transfer of stocks, bonds or other securities in the name of or belonging to the Corporation. A corporation or person transferring any such stocks, bonds or other securities pursuant to a form of transfer or assignment so executed shall be fully protected and shall not have any duty to inquire whether or not the Board has taken action in respect thereof.
ARTICLE XI: LOANS
No loan shall be contracted on behalf of the Corporation and no negotiable paper shall be issued on its behalf unless authorized by the vote of the Board. When so authorized by the Board, any officer of the Corporation may affect loans and advances at any time for the Corporation from any bank, trust company or other similar institution, or from any firm, corporation, or individual. Such authority may be general or confined to specific instances. No loans, other than through the purchase of bonds, debentures or similar obligations of the type customarily sold in public offerings, or through the ordinary deposit of funds in a bank, shall be made by the Corporation to its Directors, executive or deputy directors, employees, or to any other corporation, firm, association or other entity in which one or more of its Directors or officers are directors or officers or hold a substantial interest, except a loan to another Type B or C corporation as defined in the New York Not-for-Profit Corporation Law.
November 1, 2007
GLOSSARY OF TERMS
Annual Meeting: The meeting of the membership of the Corporation held annually as described in Section 4.1 herein.
Board: The duly elected board of directors of the Corporation.
BID District: The geographic area in which the Corporation is empowered to act. (See Exhibit A below).
The City: City of Yonkers
Corporation: The Yonkers Downtown/Waterfront Business Improvement BID District, Inc., a New York Nonprofit Corporation.
Directors: The duly elected or appointed (as the case may be ) members of the Board
Executive Director: The employee of the Corporation who acts as the Corporation’s chief executive, with authority to implement, direct and supervise the activities of the Corporation and its employees and the responsibility for the day-to-day operation of the Corporation.
IRC: The United States Internal Revenue Code, as amended.
Special Meeting: A meeting of the membership of the Corporation called by (i) a majority of the Board, (ii) the Chair of the Board, or (iii) upon the written demand by members of the Corporation who are entitled to cast ten percent (10%) of the total number of votes of the membership at such meeting.