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Our Mission and Bylaws

Our Mission and ByLaws

BY-LAWS
OF
PRESERVATION BUFFALO NIAGARA

(formerly known as The Landmark Society of the Niagara Frontier)

A corporation governed by the
Not-for-Profit Corporation Law of New York

TITLE & PURPOSE

To act as a regional leader for the purposes of: identifying, preserving, protecting, promoting and revitalizing historically and architecturally significant sites, structures, neighborhoods, commercial districts and landscapes for:

The livability of our communities
The education and enjoyment of our residents and visitors
The cultural and economic benefit of Western New York with an emphasis on Erie and Niagara Counties

The following short version may be utilized when appropriate: To identify, preserve, protect, promote and revitalize historically and architecturally significant sites, structures, neighborhoods, commercial districts and landscapes in Erie and Niagara Counties.

ARTICLE I
MEMBERS

Section 1. Members. Preservation Buffalo Niagara (the “Corporation”), is a Type B not-for-profit corporation as defined in paragraph (b) of Section 201 of the New York Not-for-Profit Corporation Law. The Board of Trustees (“Board”) may establish classes of membership with differing dues and determine from time to time the amount of annual dues payable to the Corporation by the members (“Member”). Any person whose membership is in good standing shall be a Member of the Corporation. The term ‘person’ used in these by-laws shall also include corporations, foundations, associations, unincorporated associations, trusts and partnerships. A Member may voluntarily resign membership, but no part of such Member’s dues shall be refundable by reason of such resignation.

Section 2. Termination of Membership. Membership shall terminate for non-payment of dues or debt if such payment is not made within 60 days after notice has been sent to Member advising that such payment is past due. A Member may voluntarily resign membership, but no part of such member’s dues shall be refundable by reason of such resignation. Membership in the Corporation is not transferable. The Board by a 2/3 vote may expel a Member for failure to support the purposes of the Corporation. The Board may establish additional reasonable rules governing termination of membership for cause. The Board has the right to terminate any Member and admit any Member.

Section 3. Member of Another Entity. The Corporation may become a member of another entity.

ARTICLE II
Meetings of Members

Section 1. Annual Meeting. The Annual Meeting of Members of the Corporation, for the election of members of the Board (“Trustees”) and the transaction of such other business as may properly come before the meeting, will be at the time and place as set by the Board. The time and place of each Annual Meeting shall be reasonably convenient to the Members.

Section 2. Special Meetings. Special Meetings of the Members may be called at any time by the Board or the Chair of the Board. A Special Meeting shall also be called at the written request of 7 Trustees or 25 Members. Such request should state the purpose or purposes of the meeting.

Section 3. Notice of Meetings. Notice of an Annual or Special Meeting of the Members shall be sent in writing to each Member no less than 10, nor more than 40 days, before the meeting. Notice may be given by email or letter; no telephone calls or verbal notice.

Section 4. Quorum. At all meetings of Members a quorum must be present to take action. A quorum shall consist of 100 Members or 10% of the Members entitled to vote, whichever is less. A Member may either vote in person, or by written proxy signed and dated by the Member, and delivered to the secretary of the meeting.

Section 5. Procedure. The order of business and all other matters of procedure at all meetings of the Members insofar as possible shall be conducted in accordance with Robert’s Rules of Order.

ARTICLE III
BOARD of TRUSTEES

Section 1. Duties. Trustees shall act in their position in accordance with New York laws and in good faith using a degree of diligence, care and skill which ordinarily prudent persons would exercise under similar circumstances in like positions. They shall respect and maintain confidentiality of corporate information. They shall: adopt a budget annually; review an annual financial audit; provide for the day to day management of the Corporation by appointing, supporting, evaluating, and overseeing an Executive Director; establish policies; and elect officers as provided in these By-laws. All Trustees have the responsibility to support the Corporation’s fundraising efforts and provide a personally meaningful gift to the Corporation.

Section 2. Management of Corporate Affairs. Except as otherwise provided by New York law, the Certificate of Incorporation of the Corporation and these By-laws, the activities, property and affairs of the Corporation will be managed by the Board.

Section 3. Number and Qualifications. The Board will consist of a minimum of 5 Members and a maximum of 21 Members; the exact number will be determined by the Board. The Board may increase or decrease the number of Trustees of the Corporation by a vote of the majority of the entire Board, but the number of voting Trustees constituting the entire Board may not be less than 5. As used in these By-laws, the term “entire Board” includes all current elected Board Members. No decrease in the number of Trustees will shorten the term of any incumbent Trustee. All of the Trustees will be at least 18 years of age. The number of Trustees may be changed from time to time by the Board consistent with the Certificate of Incorporation and the laws of the State of New York.

Section 4. Election and Term of Office. Except as otherwise provided by law or these By-laws, each Trustee of the Corporation will be elected at an Annual or Special Meeting of the Members. Board Members will assume their duties immediately following the Members’ Meeting at which they were elected. The Trustees will be divided into 3 classes of approximately equal size, and the election of Trustees will be staggered so that one class of Trustee is elected each year for a term of 3 years and until his or her successor has been elected and qualified; provided, however, that Trustee may be elected to a term of less than 3 years if necessary to maintain approximately equal class sizes. Effective with Trustees elected in 2008 or thereafter, no Trustee may serve for more than 3 consecutive 3 year terms. Trustees may again be eligible for re-election one year after the end of their third term. Irrespective of this section, the Chair and Treasurer can continue as a Trustee for the remainder of their term of office, plus one year.

Section 5. Vacancies. In the event one or more vacancies occur in the membership of the Board, the Board may fill such vacancy or vacancies at any time. These appointments shall expire at the next Member’s meeting.

Section 6. Resignation. Any Trustee may resign at any time by giving a written resignation to the Chair, a Vice Chair or the Secretary. A resignation will be effective upon delivery unless it specifies an effective date, in which case the resignation is effective at the time specified. Unless the resignation specifies otherwise, Board acceptance of the resignation is not necessary to make it effective.

Section 6. Removal. Any Trustee may be removed for cause by the affirmative vote of a majority of the Board at any meeting of the Board, notice of which referred to the proposed action. Absence from 3 regular meetings of the Board in any 12-month period will, without limitation, be considered cause for removal.

Section 7. Contracts with the Corporation. No Trustee shall be interested, directly or indirectly, in any contract relating to the operations of the organization, nor in any contract for furnishing supplies or services, thereto, unless authorized by the concurring vote of a majority of the entire Board at a meeting where a quorum is present, not including the vote(s) of the interested Trustee . The Trustee(s) shall leave the place of the discussion in order to protect the interests of the organization and the Trustee(s).

Section 8. Conflicts with Historic Places If a Trustee has a financial stake in a property that is a matter of interest to the Corporation, the Trustee should disengage from discussion on the property and shall leave the place of the discussion in order to protect the interests of the organization and the Trustee. Each Trustee agrees to submit an annual disclosure statement identifying any historical property in which such Trustee owns an interest (whether through a corporation, partnership or otherwise), the form of which shall be promulgated by the Board from time to time.

Section 9. Compensation. No Trustee will be compensated for serving as a Trustee, except that the Corporation may reimburse Trustee for expenses necessarily incurred in effecting one or more of the corporate purposes of the Corporation, provided that such expenses in excess of $50 are reviewed and approved by the Board. The Treasurer shall include such requests as part of the financial reports.

Section 10. Special Advisors. From time to time, the Board may designate as Special Advisors a chosen number of outstanding persons from the community who are interested in the objectives of the Corporation to assist the Corporation in its operations. Selection as a special advisor will not confer upon those selected any right to vote or to participate in the management of the Corporation, nor any liability with respect thereto. Special Advisors shall serve for a one-year period unless reappointed by the Board for subsequent one-year periods.

ARTICLE IV
MEETINGS OF TRUSTEES

Section 1. Regular Meetings. Regular meetings of the Board, for the transaction of business set forth in the notice of the meeting, will be held no less than four times per year at a time and place determined by the Board and specified in the notice of the meeting.

Section 2. Special Meetings. Special meetings of the Board may be called at any time by the Chair, or in his or her absence or disability, a Vice-Chair, and must be called by such officer on written request by 5 Trustees. Such request will state the purpose or purposes for which the meeting is to be called. Each special meeting of the Board will be held at a time and place determined by the person calling the meeting and specified in the notice of the meeting.

Section 3. Notice of Meetings. Notice of each regular or special meeting of the Board stating the time and place of the meeting will be given by the Chair, a Vice Chair or the Secretary to each Trustee, at least 2 days before the meeting by telephone, email, letter or in person. A Trustee’s attendance at a meeting without protesting, before or at the commencement of such meeting, the lack of notice to him or her constitutes waiver of notice. A Trustee also may waive notice by submitting a signed waiver of notice before or after a meeting.

Section 4. Quorum. At all meetings of the Board, except as otherwise provided by law, the Certificate of Incorporation or these By-laws, a quorum is required for the transaction of business. The quorum will consist of a majority of the currently serving Trustees.

Section 5. Proxy. Voting by proxy is not permitted.

Section 6. Procedure. The order of business and all other matters of procedure at all meetings of the Members insofar as possible shall be conducted in accordance with Robert’s Rules of Order.

Section 7. Action by the Board. Except as otherwise provided by law, the Certificate of Incorporation or these By-laws, the vote of a majority of the Trustees present will decide any question that may come before the meeting. A majority of the Trustees present, whether or not a quorum is present, may adjourn any meeting to another time or place without notice other than announcement at the meeting of the time and place to which the meeting is adjourned.

Section 8. Action Without a Meeting. Any action required or permitted to be taken by the Board may be taken without a meeting if a majority of the Trustees consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents will be filed with the minutes of the proceedings of the Board.

Section 9. Presence at Meeting by Telephone. Trustees may participate in a meeting 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 in a meeting by such means constitutes presence in person at the meeting.

ARTICLE V
OFFICERS

Section 1. Election of Officers. At the first meeting after the Annual Meeting of the Members, the Trustees, after consideration of a recommendation of the Governance Committee, shall elect a Chair, one or more Vice Chairs, a Secretary, and a Treasurer (“Officers”). The Board may from time to time elect additional Officers having titles, authority and duties determined by the Board.

Section 2. Term of Office. Unless otherwise determined by the Board, Officers will hold office until their successors are elected and qualified at the Board meeting following the Annual Members Meeting.

Section 3. Removal. Any Officer may be removed or have his or her authority suspended by the Board at any time, with or without cause.

Section 4. Resignation. Any Officer may resign at any time by giving a resignation in writing to the Board, the Chair or the Secretary. A resignation will be effective upon delivery unless it specifies an effective date, in which case the resignation is effective at the time specified. Unless the resignation specifies otherwise, Board acceptance of the resignation is not necessary to make it effective.

Section 5. Vacancies. If any Board office becomes vacant for any reason, the Board has the power to fill that vacancy after consideration of the recommendation of the Governance Committee.

Section 6. Duties of Officers May Be Delegated. If an Officer is absent or unable to perform his or her duties, or for any other reason that the Board deems sufficient, the Board, except where otherwise provided by law, may delegate the powers or duties of any Officer to any other officer or to any Trustee.

Section 7. Officers Holding Two or More Offices. Any two or more Board offices, except those of Chair and Secretary, may be held by the same person, but no Officer will execute or verify any instrument in more than one capacity.

Section 8. Compensation. No Officer will be compensated for serving as an Officer, except that the Corporation may reimburse officers for expenses necessarily incurred in effecting one or more of the corporate purposes of the Corporation, provided that such expenses in excess of $50 are reviewed and approved by the Board of Trustees. The Treasurer shall include such requests as part of the financial reports.

Section 9. The Board Chair. The Chair of the Board shall preside at all meetings or Special Meetings of the Board, Executive Committee, and Members. The Chair shall appoint all Committee Chairs and, after consultation with the Committee Chairs, appoint members of the Committees (“Committee Members”). The Chair of the Board shall perform such other duties as the Board may from time to time determine. The Chair of the Board shall be an ex-officio voting member of all committees of the Corporation

Section 10. Vice-Chair(s). A Vice-Chair will, in the absence or at the request of the Chair, perform the duties and exercise the powers of the Chair. In the absence or disability of the Chair, a Vice Chair shall be appointed by the Board, and shall also have such powers and perform such duties as usually pertain to the office or as are properly required by the Board. A Vice-Chair may serve as the chair of a board committee.

Section 11. The Secretary. The Secretary will ensure the timely notification of meetings, and that the minutes of the Board are properly kept. He or she will have the custody of the seal of the Corporation and will affix and attest the same to documents when duly authorized by the Board; will attend to the giving and serving of all notices of the Corporation; will have charge of such books and papers as the Board may direct; will attend to such correspondence as may be assigned; and will perform all duties incidental to the office. The Secretary may serve as the chair of a board committee.

Section 12. The Treasurer. The Treasurer shall oversee the care, custody and internal control of all monies of the Corporation. The Treasurer shall make and sign such reports and documents as may be required, and shall perform such duties as may pertain to this office. The Treasurer shall have access at all times to all financial records of the organization. The Treasurer will present the annual audited financial statement to the Board setting forth in full the financial resources of the Corporation, and shall report to the Members at the Annual Meeting. The Treasurer shall serve as the chair of the Finance Committee.

ARTICLE VI
COMMITTEES OF BOARD OF TRUSTEES

Section 1. Executive Committee. The Board shall appoint an Executive Committee consisting of the Officers of the Corporation, and 3 to 5 at-large Committee Members and shall ensure that each standing committee has a member on the Executive Committee and at least one Committee Member is from Niagara County. All acts done and power and authority conferred by the Board to the Executive Committee within the scope of its authority are deemed to be, and may be specified as being, the acts of and under the authority of the Board with the following exceptions (which can only be passed by a majority of the entire Board): the Executive Committee does not have the power to adopt or amend budgets, revise by-laws, or approve the appointment of the Executive Director, or to dismiss the Executive Director. All actions of the Executive Committee shall be reported upon at the next Board Meeting. The Executive Committee also provides advice and assistance to the Board and Executive Director relative to the personnel policies of the Corporation, the recruitment and evaluation of senior management, the annual review of the Executive Director, compensation and benefits of personnel and the formation of any search committee for the office of Executive Director. The Chair of the Board shall serve as the Chair of the Executive Committee. The Executive Director shall attend all meetings of the Executive Committee unless specifically excused by the Chair or the Committee. A simple majority of members of the Executive Committee shall constitute a quorum.

Section 2. Finance. The role of the Finance Committee is to provide advice and assistance to the Board, Executive Committee and Executive Director relative to the management of the Corporation’s financial assets. The Finance Committee shall have responsibility for review and oversight of the investment and reinvestment of the Corporation’s funds; the Corporation’s annual operating budget and long-range financial plans, including the monitoring of income, expense, cash flow and account balance information; financial reporting activities, including accounting policies and practices, the Corporation’s annual audit and management report of financial controls; and compliance with federal and state laws governing business and financial activities. The primary reporting responsibility of the Finance Committee is to the Board and, at a minimum, will meet three times per year or more frequently, if needed. The Executive Director shall be a non-voting member of the Finance Committee.

Section 3. Governance. The role of the Governance Committee is to provide advice and assistance to the Chair of the Board, Executive Director, and the Board for the development of the Corporation’s volunteer leadership and matters that affect the quality of its governance structure. The Governance Committee shall have the responsibility for recommending, nominating and annually evaluating the performance of current Trustees and evaluating the performance of the Board, candidates to the Corporation’s Board, working with professional staff to develop orientation and training materials, working for a smooth transition of the officers, assisting in the development and implementation of organizational retreats or training sessions; providing input on committee assignment and identifying emerging issues of governance that could affect committee responsibilities and activities. The Governance Committee shall consist of at least 5 Trustees , 2 Non-Trustees , and at least one Committee Member from Niagara County. The primary reporting responsibility of the Governance Committee is to the Board, and at a minimum, will meet 3 times per year or more frequently if needed.

Section 4. Other Committees. The Board, by resolution or resolutions adopted by a majority of the entire Board, may designate one or more committees. Committees serve at the pleasure of the Board and, to the extent provided in the resolution establishing the Committee. The Chair of a Committee must be a Trustee. The members of Committees must be Members of the Corporation. No Committee, other than the Executive Committee may obligate the Corporation in any manner without the approval of the Board or Executive Committee. The Chair of the Board, in consultation with the Executive Director and the respective Chairs of the Committees, shall appoint the other Members of each Committee.

Section 5. Meetings of Committees. Committees will meet at times and places determined by the Chair of the Committee and specified in the notice of the meeting. Meetings of Committees will be governed by the provisions of Article IV of these Bylaws, which govern meetings of the entire Board. Each Committee will report its proceedings and actions, either verbally or in writing, to the Executive Committee and the Board.

Section 6. Technical Advisory Council on Preservation Matters. There shall be an Advisory Council consisting of Community Leaders and experts in the areas of Architecture, Architectural History, Historic Preservation, Engineering, and Urban Planning. The Advisory Council will be appointed by the Chair with the advice of the Board and the Executive Director. The Advisory Council will meet from time to time to provide advice to the Board on the affairs and activities of the Corporation. Members of the Council need not be Members of the Corporation.

Section 7. Advisory Committees. In addition to Committees, the Board may create Advisory Committees to serve at the pleasure of the Board and to perform tasks assigned by the Board. Persons other than Trustees and Members may serve on such Committees. Advisory Committees have no authority to act on behalf of the Board.

ARTICLE VII
EXECUTIVE DIRECTOR

Section 1. Duties and Responsibilities. The Board delegates responsibility and authority to manage staff, business and administrative affairs of the Corporation to the Executive Director, who shall be the Chief Executive Officer of the Corporation. The Executive Director is accountable to and serves at the pleasure of the Board The Executive Director will attend all Board meetings, and serve as non-voting advisor to Board and Executive Committees, except in executive session. The Executive Director shall attend all meetings of the Executive Committee unless specifically excused by the Chair or the Committee. The Executive Director will have an annual review conducted by the Executive Committee, and a report of the review will be made to the Board.

Section 2. Public Spokespersons. The Executive Director shall act as the principal spokesperson of the Corporation, in consultation with the Chair of the Board. The Chair may also speak publicly for the organization. No other Trustee or employee shall make any public statement, verbally, written or as an electronic communication, about the policy of the Corporation without the approval of the Chair or the Executive Director unless such statement is accompanied by a disclaimer making clear that the statement does not represent the position of the Corporation. This policy does not preclude Trustees and employees for conducting educational lectures, talks or tours.

ARTICLE VIII
INDEMNIFICATION OF TRUSTEES AND OFFICERS

Section 1. Right of Indemnification: Each Trustee and officer of the Corporation, whether or not then in office, and any person whose testator or intestate was such a Trustee or officer, will be indemnified by the Corporation for the defense of, or in connection with, any threatened, pending or completed actions or proceedings and appeals therein, whether civil, criminal, administrative or investigative, in accordance with and to the fullest extent permitted by the Not-For-Profit Corporation Law of the State of New York or other applicable law, as such law now exists or may subsequently be adopted or amended; provided, however, that the Corporation will provide indemnification in connection with an action or proceeding (or part thereof) initiated by such a Trustee or officer only if that action or proceeding (or part thereof) was authorized by the Board.

Section 2. Advancement of Expenses: Expenses incurred by a Trustee or Officer in connection with any action or proceeding as to which indemnification may be given under Section 1 of this Article VIII may be paid by the Corporation in advance of the final disposition of the action or proceeding upon (a) the receipt of an undertaking by or on behalf of the Trustee or Officer to repay the advance if the Trustee or Officer is ultimately found not to be entitled to indemnification as authorized by this Article VIII and (b) approval by the Board acting by a quorum consisting of Trustees who are not parties to the action or proceeding or, if such a quorum is not obtainable, then by vote of a majority of the entire Board. To the extent permitted by law, the Board will not be required to find that the Trustee or Officer has met the applicable standard of conduct provided by law for indemnification in connection with an action or proceeding before the Corporation makes any advance payment of expenses under this provision.

Section 3. Availability and Interpretation: To the extent permitted under applicable law, the rights of indemnification and to the advancement of expenses provided in this Article VII (a) will be available with respect to events occurring prior to the adoption of this Article VIII, (b) will continue to exist after any rescission or restrictive amendment of this Article VI with respect to events occurring prior to such rescission or amendment, (c) will be interpreted on the basis of applicable law in effect at the time of the occurrence of the event or events giving rise to the action or proceeding or, at the sole discretion of the Trustee or Officer (or, if applicable, at the sole discretion of the testator or intestate of the Trustee or Officer seeking such rights), on the basis of applicable law in effect at the time the rights are claimed and (d) will be in the nature of contract rights that may be enforced in any court of competent jurisdiction as if the Corporation and the Trustee or Officer for whom such rights are sought were parties to a separate written agreement.

Section 4. Other Rights: The rights of indemnification and to the advancement of expenses provided in this Article VIII will not be deemed exclusive of any other rights to which any Trustee or officer of the Corporation or other person may now or subsequently be otherwise entitled, whether contained in the Certificate of Incorporation, these By-laws, a resolution of the Board or an agreement providing for such indemnification; the creation of such other rights is hereby expressly authorized. Without limiting the generality of this section, the rights of indemnification and to the advancement of expenses provided in this Article VIII will not be deemed exclusive of any rights, pursuant to statute or otherwise, of any Trustee or Officer or other person in any action or proceeding to have his or her costs and expenses assessed or allowed in his or her favor, against the Corporation or otherwise.

Section 5. Severability: If this Article VIII or any part of it is held unenforceable in any respect by a court of competent jurisdiction, it will be deemed modified to the minimum extent necessary to make it enforceable, and the remainder of this Article VIII will remain fully enforceable. Any payments made pursuant to this Article VIII will be made only out of funds legally available for such payments.

ARTICLE IX
CORPORATE FINANCE

Section 1. Corporate Funds. The funds of the Corporation will be deposited in its name with banks or other federally insured depositories designated by the Board or may be transferred to and managed and invested by the Community Foundation of Greater Buffalo, Inc. (the “CFGB”), or such other entity, with the approval of the Board. All checks, notes, drafts and other negotiable instruments of the Corporation will be signed only by those officers, agents or employees authorized by the Board to sign. No officers, agents or employees of the Corporation, alone or with others, have the power to make any checks, notes, drafts or other negotiable instruments in the name of the Corporation or to bind the Corporation thereby, except as provided in this section.

Section 2. Fiscal Year. The fiscal year of the Corporation will be the 12-month period ending on December 31, unless otherwise determined by the Board.

Section 3. Loans to Trustees and Officers. No loans will be made by the Corporation to its Trustees or Officers.

Section 4. Gifts. The Board, the Executive Committee or any authorized officer, employee or agent of the Corporation may accept on behalf of the Corporation any contribution, gift, bequest or devise for any general or special purpose or purposes of the Corporation. Any such contributions, gifts, bequests or devises which the donor has designated to be used for a specific project or purpose, will be used only for such designated project or purpose.

Section 5. Income from Corporate Activities. All income from activities of the Corporation will be applied to the maintenance, expansion or operation of the lawful activities of the Corporation.

Section 6. Spending Policy. In connection with any funds transferred to the CFGB, any request for a distribution other than routine CFGB distribution shall require a majority vote of the Board and shall follow the policy of the Corporation’s agreement with CFGB.

Section 7. Annual Report. The Chair and Treasurer shall present to the Board a report, verified by the Finance Committee, showing in appropriate detail the following:

(a) the assets and liabilities, including the trust funds, of the corporation as of the end of a 12-month fiscal period of the Corporation terminating not more than six months prior to said meeting;

(b) the principal changes in assets and liabilities, including trust funds, during said fiscal period;

(c) the revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, during said fiscal period; and

(d) the expenses or disbursements of the Corporation, for both general and restricted purposes, during said fiscal period.

Such report shall be filed with the minutes.

Section 8. Audit. The books and financial records of the Corporation will be audited at least annually by a certified public accountant or firm of certified public accountants selected for that purpose by the Board.

ARTICLE X
CONFLICT OF INTEREST POLICY

Section 1. Purpose. The purpose of the conflict of interest policy is to protect the Corporation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an Officer or Trustee of the Corporation or might result in a possible excess benefit transaction. This policy will also apply to Trustees that have a financial stake in a property that has become a matter of interest to the Corporation. In the case of a conflict generated by blood or marital relationship, a conflict shall be deemed to exist if the relationship extends to the second degree, and no further. This policy supplements but does not replace any applicable state and federal laws governing conflict of interest applicable to the Corporation.

Section 2. Annual Disclosure. All Trustees and Committee Members shall be required to file an annual disclosure statement with the Corporation listing to the best of their knowledge any conflicts of interest, or special relationships, including real estate investment partnerships and historical properties, in which they or their immediate family may be involved which could now or in the future lead to a conflict of interest with the Corporation. Any potential conflict of interest situations must be reported to the Chair of the Board of Trustees, the Executive Director and the Chair of the Finance Committee. New Trustees are eligible to vote on actions of the Corporation after completing and returning their signed disclosure statement. Failure to disclose potential conflicts of interest or special relationships in the disclosure statement or thereafter as such events arise could result in the removal of a Trustee.

Section 3. Record of Proceedings. The Trustee or Committee Member shall not participate in such portion of all meetings of the Board, or any standing or ad-hoc committee of the Corporation, on any matter where such Trustee or Committee Member has a conflict of interest or special relationship, as determined by the Board The minutes of all meetings shall report that the Trustee or Committee Member with a potential conflict of interest was excused from the place of discussion for the portion of any meeting where the matter was discussed.

ARTICLE XI
Emeritus Trustees, Honorary and Life Trustees

Emeritus Trustees:

Section 1. Qualification. Emeritus Trustees shall consist of those distinguished
friends of the Corporation who shall have served as a Trustee , Executive Director, Officer or Committee Member of the Corporation and have made, over an extended period of years, a major personal commitment to the Corporation.

Section 2. Privileges. Emeritus Trustees may by invitation, on a non-voting, ex-
officio basis, attend meetings of the Board and meetings of its Committees. Emeritus Trustees must be members in good standing of the Corporation. Their attendance at such meetings shall be for the purpose of furnishing advice, counsel, and assistance.

Honorary and Life Trustees:

Section 1. The Board has the right to name non-voting honorary and life trustees for extraordinary service or relationship to the Corporation.

ARTICLE XII
SEAL

Section 1. Seal. The seal of the Corporation shall be circular in form and shall have the name of the Corporation inscribed in the circumference, the date of its incorporation and word “Seal” in the center.

ARTICLE XIII
AMENDMENTS

Section 1 Board of Trustees Amendment. Any Trustee may propose an amendment to the Bylaws, which shall be submitted to the Chair no less than 60 days prior to consideration. The Chair shall transmit the proposed amendment to the Board at least 10 days prior to the next regularly scheduled Board meeting. The proposal shall become effective upon receiving an affirmative vote of two-thirds of the Trustees present at two consecutive, regularly scheduled meetings of the Board. Any amendment to the Bylaws affecting the term, number or powers of Trustees shall be subject to ratification by a majority vote of the Members present at the next Annual Meeting.

Section 2 Member Amendment By majority vote, the Board of Trustees may recommend an amendment to the membership; six Trustees or 25 Members may request that a proposed amendment be submitted to the Members. At an annual or special Members meeting, the Chair shall place the proposed bylaw amendment on the meeting agenda and the amendment shall become effective upon receiving an affirmative vote of two-thirds of the Members present at such meeting.

ARTICLE XIV
DISBURSEMENT OF FUNDS UPON DISSOLUTION

Upon termination of the functions of the Corporation for any reason, all funds and other property belonging to it after payment of debts and obligations shall be transferred and paid over to one or more organizations meeting the requirements of Internal Revenue Code Section 501 (c) (3). In selecting such organizations, priority shall be given to those which are organized and operated for the same or similar purposes as those of the Corporation and which are located within the western portion of New York State. Any such assets not so disposed of, shall be disposed of by order of the appropriate Court of the County and State in which the principal office of the Corporation is then located.