BY-LAWS OF THE NEW YORK STATE FORUM, INC.

A New York Not-for-Profit Corporation

TABLE OF CONTENTS

ARTICLE I. DESCRIPTION

ARTICLE II. MEMBERSHIP

ARTICLE III. MISSION AND PURPOSE

ARTICLE IV. BOARD OF DIRECTORS

ARTICLE V. OFFICERS

ARTICLE VI. EXECUTIVE DIRECTOR

ARTICLE VII. INDEMNIFICATION

ARTICLE VIII. CONFLICTS OF INTEREST AND EXCESS BENEFIT TRANSACTIONS

ARTICLE IX. INSTRUMENTS, SAFE DEPOSIT BOXES, AND PROPERTY OF THE CORPORATION

ARTICLE X. FISCAL MATTERS

ARTICLE XI. SEAL

ARTICLE XII. BOOKS AND RECORDS

ARTICLE XIII. ADOPTION, REVIEW, AND AMENDMENT

ARTICLE XIV. MISCELLANEOUS

ARTICLE XV. TRANSITIONAL PROVISIONS

Adopted: January 14, 2009
Revised: April 22, 2009

ARTICLE I

DESCRIPTION

Section 1.1. Name. The name of the corporation is The New York State Forum, Inc. (hereinafter, the "Corporation" or "The Forum").

Section 1.2. Organization. The Corporation was organized under and is governed by the New York Not-for-Profit Corporation Law.

Section 1.3. Principal Office. The principal office of the Corporation shall be maintained in the County of Albany, State of New York.

ARTICLE II

MEMBERSHIP

Section 2.1. Members. There shall be five types of members: (1) Governance Organizational Members; (2) Non-Governance Organizational Members; (3) For Profit Members; (4) Individual Members; and (5) Individual Affiliate Members (collectively, the "Members"). The Members shall have all the rights of members specified in the New York State Not-for-Profit Corporation Law except as noted in these By-Laws.

Section 2.1.1. Governance Organizational Members. This membership is open to any unit of New York State Government including, but not limited to, executive agencies, both houses of the State Legislature, the judiciary, any New York State public authority with a statewide mission as well as regional, county, and municipal governments including school districts. Each Governance Organizational Member has one vote at meetings of the Members, and must designate one representative who shall (1) be the contact point between that institution and The Forum and (2) cast that organization's vote (the "Institutional Representative"). Governance Organizational Members may designate alternate Institutional Representatives when necessary (the "Alternates");the designation of an Alternate must be made in writing to the Chair or to the Executive Director of The Forum.

Section 2.1.2. Non-Governance Organizational Members. This membership is open to any not-for-profit organization that represents and serves officials of New York state or local governments. Non-Governance Organizational Members are not entitled to vote and may not serve as members of the Board of Directors or as Officers.

Section 2.1.3. For Profit Members. This membership is open to any for profit organizations doing business in the State of New York. Except as provided in Article IV, For Profit Members are not entitled to vote and may not serve as members of the Board of Directors, or as Officers. For Profit Members shall be constituted as the "IT Corporate Roundtable". The IT Corporate Roundtable shall elect a chair (the "IT Corporate Roundtable Chair") and shall be governed by the operating procedures governing Projects and Work Groups. Notwithstanding the foregoing, the IT Corporate Roundtable Chair shall be an ex officio member of the Board of Directors with the right to vote.

Section 2.1.4. Individual Members. This membership is extended to all persons employed by Governance Organizational Members in good standing, including but not limited to Institutional Representatives. Individual Members are entitled to participate in programs of The Forum, receive its publications, serve on its Projects and Work Groups, chair or lead Projects or Work Groups, serve on the Board of Directors, and hold office. Individual Members are not entitled to vote.

Section 2.1.5. Individual Affiliate Members. This membership is open to any person employed by Non-Governance Organizations or For Profit Members and to graduate students enrolled in programs of study related to The Forum's mission and objectives. Individual Affiliate Members may participate in programs of The Forum, receive its publications, and serve on any Projects or Work Groups. Individual Affiliate Members are not entitled to vote and may not serve as members of the Board of Directors, as members of the Executive Council, as Officers, or as a chair or leader of a Project or Work Group.

Section 2.2. Voting Rights of Members. Only Governance Organizational Members are authorized to vote at meetings of the Members. The Governance Organizational Members shall vote as a single class and each such Member shall be entitled to one equal vote.

Section 2.3. Meetings of Members.

Section 2.3.1. Annual Meeting. The Members shall hold an annual meeting to review all programs and projects, to formulate new efforts, to elect new members of the Board of Directors, and for any other proper business on the second Friday of September at 11:00 a.m. each year, if not a legal holiday, and if a legal holiday, then on the next business day. The election of new members of the Board of Directors shall be conducted at the annual meeting. No later than July fifteenth (15th) of each year, the Secretary-Treasurer shall mail each Member entitled to vote for members of the Board of Directors a list of the candidates selected by the Nominating Committee.

Section 2.3.2. Special Meetings. The Members shall hold a special meeting whenever such a meeting is called: (i) by the Chair, or (ii) by the Secretary-Treasurer upon the written demand of a majority of the voting Members. Special meetings shall be held at such time and place as may be fixed by whichever of the Chair or the Secretary-Treasurer (upon demand as described above) called the meeting. Special meetings also may be convened by the Members entitled to cast ten percent (10%) of the total number of votes entitled to be cast at such meeting, who may, in writing, demand the call of a special meeting specifying the date and month thereof, which shall not be less than two nor more than three months from the date of such written demand. The Secretary-Treasurer, upon receiving the written demand, shall promptly give notice of such meeting, or if he or she fails to do so within five business days thereafter, any Member signing such demand may give such notice. The meeting shall be held in Albany County, New York or at the office of the Corporation.

Section 2.3.3. Notice. Notice of any meeting shall be given to each Member by delivering personally or by first class mail not less than (10) days nor more than fifty (50) days prior to the meeting, or by mail other than first class mail at least thirty (30) days but not more than sixty (60) days prior to the meeting. The notice must include the place, date, and hour of the meeting, and except for annual meetings, the person(s) responsible for the calling of the meeting. Notice of all meetings must state the purpose(s) for which the meeting is being called. In addition to the foregoing methods of giving notice, the Corporation may also provide notice of meetings by electronic mail.

Section 2.4. Quorum. At all meetings of the Members, a quorum shall consist of a majority of the Members entitled to vote.

Section 2.5. Unanimous Consent of Members in Lieu of Meeting. Whenever any action is required or permitted to be taken by vote, such action may be taken without a meeting if all of the Members entitled to vote thereon consent in writing to the adoption of a resolution authorizing such action.

ARTICLE III

MISSION AND PURPOSES

Section 3.1. Mission. It is the mission of The Forum to promote policies and practices for effective, equitable, and secure use and management of information resources in New York State government at all levels.

Section 3.2. Purposes. The general purposes for which the Corporation is formed shall be to (i) foster better understanding by governmental officials in New York State of information resource technologies and practices, (ii) assist New York State governmental entities and others in the development and utilization of policies, practices, and technologies for effective, equitable, and secure use and management of information resources, and thereby provide meaningful opportunities for the advancement of knowledge of such governmental officials and others through meetings, conferences, seminars, symposia or other means, and (iii) otherwise lessen the burdens of government. The specific purposes of the Corporation are to:

  1. promote exchange of information, sharing of information resource management experiences, and cooperation among government organizations, the non-profit, and the corporate sectors in New York;
  2. develop cooperative projects that result in shared information resources and collaborative problem solving;
  3. recognize and showcase state and local exemplary information resource practices at the organizational and individual levels;
  4. promote guidelines and standards that facilitate technology transfer and systems integration;
  5. examine and recommend policies and guidelines that affect the development, use, and procurement of information resources within New York State;
  6. promote research, development, evaluation, and use of advanced information technologies applicable to state and local government;
  7. maintain an active liaison with organizations having expertise relevant to the use and management of information resources;
  8. promote information technology and resource management awareness as an essential component of professional development of the state's information resource management workforce; and
  9. create an environment at Corporation meetings and events, that allows Members to obtain information on usable solutions, practices, and ideas.

ARTICLE IV

BOARD OF DIRECTORS

Section 4.1. General Powers. The activities and affairs of the Corporation shall be managed by a board of directors, which shall be known and referred to in these By Laws as the "Board of Directors" or the "Board." In connection therewith and in consultation with the Executive Council, the Board shall be responsible for oversight of all activities of the Corporation. The Board of Directors shall have control of the funds and other property of the Corporation, and shall facilitate the business of the Corporation.

Section 4.2. Responsibilities. The Board shall have the following responsibilities:

  1. establish an Executive Council;
  2. provide for staff support and advise and direct staff efforts to support the business and programs of The Forum;
  3. oversee the financial affairs of The Forum;
  4. establish guidance for Officers, directors, and members of the Executive Council to promote a culture of ethics and compliance with all applicable laws; and
  5. conduct other such activities as are necessary to carry out the provisions of the Certificate of Incorporation, these By-Laws, and the purposes of the Corporation.

Section 4.2. Number. There shall be fifteen members of the Board, consisting of fourteen members and/or Officers and the Ex Officio Director described in Section 4.4.1. The Board may from time to time reduce or increase the number of directors, but in no event shall there be fewer than three (3) directors.

Section 4.4. Directors.

Section 4.4.1. Elected Directors. Any Individual Member is eligible to serve as a director. The directors shall be elected by the Institutional Representatives of the Governance Organizational Members. The directors shall be divided into two classes with half of the directors in each class. Initially, the term of office of the first class shall expire at the annual meeting of the Corporation after their election, and the term of office of the second class shall expire at the succeeding annual meeting. At each annual meeting after the initial election, directors shall be elected for a term of two years to replace those whose terms shall expire.

Section 4.4.1. Ex Officio Director. The IT Corporate Roundtable Chair shall be an ex officio member of the Board of Directors with the right to vote. The IT Corporate Roundtable Chair shall serve as a director for the term of his or her position as the IT Corporate Roundtable Chair.

Section 4.5. Quorum. At all meetings of the Board of Directors, a quorum shall consist of a majority of the entire Board.

Section 4.6. Newly Created Director Positions and Vacancies. Unless otherwise provided herein, newly created director positions resulting from an increase in the size of the entire Board and vacancies in the Board resulting from death, resignation, or removal of any director may be filled at any annual meeting of the Board of Directors or, if that purpose is stated in the notice of the meeting, at any other meeting of the Board, by a vote of a majority of the directors then in office even if no quorum is present. Any director elected to fill a vacancy resulting from resignation, death, or removal of a director shall be elected to hold office for the unexpired term of his or her predecessor.

Section 4.7. Meetings.

Section 4.7.1. Annual Meeting. The Board of Directors shall hold an annual meeting immediately following the annual meeting of the Members in September.

Section 4.7.2. Regular Meetings. Regular meetings shall be held not less frequently than quarterly, and also may be held at such time and place as the Board may determine. Notice, if any, of regular meetings must be given in the manner determined by the Board. Notice shall include the time, location, and agenda of the meeting.

Section 4.7.3. Special Meetings. The Board shall hold a special meeting whenever such a meeting is called: (i) by the Chair, or (ii) by the Secretary-Treasurer upon the written demand of a majority of the directors then in office. Special meetings of the Board shall be held at such time and place as may be fixed by whichever of the Chair or the Secretary-Treasurer (upon demand as described above) called the meeting. Notice of special meeting must be given to each director by delivering personally to him or her at least one (1) day prior to the meeting, or by mailing the notice to him or her at least seven (7) days prior to the meeting at the last address furnished by him or her to the Corporation. Notice of special meetings must state the purpose(s) for which the meeting is being called.

Section 4.7.4. Meetings of the Board Generally. Any meeting of the Board of Directors at which all the members are present in person, or of which notice has been given in accordance with these By Laws or has been duly waived by all absentees before or after the meeting, shall be valid for all purposes provided a quorum be present. At all meetings of the Board, each director entitled to vote shall be entitled to one vote. The vote of a majority of the Board present at the time of a vote, if a quorum is present at the time, shall be the act of the Board except as required by Section 4.9. of this Article IV.

Section 4.8. Resignation. Any director may resign at any time by written notice delivered in person or sent by mail to the Chair, the Secretary-Treasurer, or the Board. Any such resignation shall take effect at the time specified in the notice or, if not so specified, then immediately upon receipt. Unless specifically requested, acceptance of any such resignation shall not be necessary for its effectiveness.

Section 4.9. Removal. The Chair may recommend that the Board remove any elected member of the Board who is absent from three consecutive meetings. Except as provided by law, any director may be removed from office at any time, with cause, by the vote of two thirds (2/3) of the directors then in office.

Section 4.10. Compensation. Directors shall serve in that capacity without compensation, although the Board of Directors may provide for reimbursement of the expenses of directors. Nothing contained in these By Laws, however, shall prohibit any director from receiving compensation, subject to Section 10.2. of Article X of these By Laws, for serving the Corporation in a capacity other than director if so provided by the Board.

Section 4.11. Unanimous Consent of Directors in Lieu of Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee may be taken without a meeting if all of the members of the Board or committee, as the case may be, consent in writing to the adoption of a resolution authorizing such action. The resolution and the related written consents by the members of the Board or committee must be filed with the minutes of the proceedings of the Board or committee.

Section 4.12. Telephonic Attendance of Meetings. Members of the Board of Directors or any committee may participate in a meeting of the Board or committee, as the case may be, by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear one another; such participation in a meeting shall constitute presence in person at such meeting.

Section 4.13. Committees of the Board. Except as otherwise provided in the By Laws, the Board of Directors may by resolution of the majority of the entire Board designate from among its members an executive committee and other standing and ad hoc committees each of which shall consist of three (3) or more directors who shall serve at the pleasure of the Board. Each such committee shall have such power and authority, and be subject to such restrictions, as may be determined by the Board of Directors, except that no such committee shall have the power to (a) fill vacancies in the Board or in any committee, (b) fix compensation of directors, (c) amend or repeal any resolution of the Board that by its terms shall not be so amended or repealed, (d) adopt, amend or repeal bylaws; or (e) take any action precluded by law. Each committee shall maintain minutes of its proceedings and report to the Board of Directors as required by the Board. For each committee, a quorum shall consist of a majority of the persons then serving on that committee.

Section 4.13.1. Finance Committee. There shall be a committee of the Board for the purpose of financial oversight which shall be called the Finance Committee. The Finance Committee shall have as its purposes to: (1) provide oversight to all asset management issues, (2) review and recommend providers of services for financial and fiduciary management, (3) review and recommend the annual operating budget for the Corporation, (4) review and recommend the annual capital expenditures budget for the Corporation, (5) monitor actual financial activities in comparison to the operating and capital financial plan approved by the Board, (6) determine a plan of compensation for the Corporation staff, and (7) recommend the appointment of, and evaluate the performance of, the Corporation's independent auditors.

Section 4.13.2. Nominating Committee. There shall be a committee of the Board for the purpose of nominating candidates for the Board of Directors and Officers. The nominating committee shall, before each July first (July 1st) provide the Secretary -Treasurer a slate of candidates for any open position.

Section 4.14. Executive Council. The Board shall create an Executive Council to facilitate the programs and projects of The Forum to extent permitted under applicable law. The Executive Council shall have the following responsibilities:

  1. develop and present an agenda for the meetings of the Executive Council;
  2. establish Projects or Work Groups;
  3. review and approve formal reports reflecting final work products or recommendations of The Forum;
  4. communicate regularly with legislative leadership regarding progress on key initiatives and on findings and recommendations; and
  5. conduct such other activities as are necessary to carry out the objectives of The Forum to the extent consistent with these By-Laws, the Certificate of Incorporation, and applicable law.

Section 4.14.1. Members of the Executive Council. The Executive Council should reflect a broad range of diversity and shall consist of the following: (1) the members of the Board of Directors; (2) ex officio members; (3) the chairs, co-chairs, or leaders of all Projects and Work Groups; and (4) the immediate past Chair. There shall be a chair of the Executive Council (the "Executive Council Chair"), a Vice-Chair of the Executive Council, and a Secretary-Treasurer of the Executive Council as provided in Article V, Section 5.2 of these By-Laws. Ex officio members shall be units of state or local government. They shall provide liaison with units of government or organizations of New York State whose responsibilities are critically related to the mission and objectives of The Forum. Ex officio membership may be recommended by any member of the Executive Council and shall be approved by a majority vote at a regularly scheduled meeting of the Executive Council. If approved, an organizational representative of the ex officio member shall be appointed for a two (2) year term, which may be renewed by a majority vote of the Executive Council. Ex officio members are entitled to vote at meetings of the Executive Council but may not serve as the Executive Council Chair. Those units of state or local government approved to be ex officio members shall include but not be limited to the following: NYS Assembly; Center for Technology in Government; NYS Office of the Chief Information Officer/Office for Technology; NYS Office of Cyber Security and Critical Infrastructure Coordination; NYS Office of the State Comptroller; NYS Office of General Services; NYS Local Government IT Director's Association; and NYS Senate. Except for the Board of Director members of the Executive Council, all members of the Executive Council shall begin their terms at the October meeting of the Executive Council.

Section 4.14.2. Executive Council Membership Eligibility. If a member of the Executive Council loses eligibility for Executive Council membership, he or she shall promptly notify the Executive Council Chair of the change in status. Unless otherwise provided for herein, in that event or if a vacancy in the Executive Council occurs, the Executive Council Chair may appoint a Member to serve the remainder of that member's term. No Governance Organizational Member of state or local government shall have more than three (3) of its employees serve on the Executive Council at the same time.

Section 4.14.3. Meetings of the Executive Council. The Executive Council shall meet monthly, except for the month of August, unless otherwise determined by the Executive Council. The times, locations, and agendas of all monthly meetings of the Executive Council shall be announced in advance and open to all Members. Minutes of the proceedings shall be maintained and made available to Members. A number equal to one more than half of the total number of Executive Council members shall constitute a quorum. All questions before a quorum of the Executive Council, or put to members of the Executive Committee by mail, shall be decided by a majority of those present and voting or by a majority of mail ballots received. Meetings of the Executive Council shall be open to all Members.

Section 4.14.4 Projects and Work Groups. The Executive Council may, from time to time, create, alter, and abolish Projects and Work Groups, or similar bodies charged with programmatic or other assignments in order to sustain ongoing activities of the Forum. Projects and Work Groups may be proposed by any Member and may be considered by the Executive Council at any regular meeting.

  1. Meetings and Minutes. Following the creation of a Project or Work Group, an organizational meeting initiating the Project or Work Group shall be announced; all Members shall be entitled to attend such meeting. Thereafter, Projects and Work Groups shall meet as needed in accordance with an agenda set forth by their chairs or leaders and minutes shall be prepared for the Executive Director by the chairs or leaders in order to maintain a record of activities, participation, and progress.
  2. Chairs and Leaders. Chairs or leaders of Projects and Work Groups shall be selected in accordance with the procedures governing the Projects and Work Groups and shall be approved by the Executive Council. The chairs or leaders of Projects and Work Groups shall serve as voting members of the Executive Council. Each chair or leader shall serve a two (2) year term and may be reappointed for consecutive terms. The Executive Council, upon approval by a three-fourths (3/4) majority of those present and voting, may remove a chair or leader.
  3. Continuation and Termination. All current Projects and Work Groups shall be reviewed at the annual meeting of the Executive Council. The chairs or leaders of each Project and Work Group shall make a recommendation as to whether such Project or Work Group should continue or be discontinued, and the Executive Council shall act on these recommendations.

ARTICLE V

OFFICERS

Section 5.1. Officers. The officers of the Corporation shall consist, in order of succession, of a Chair, Vice Chair, a Secretary-Treasurer, and such other officers as are authorized by the Board (the "Officers"). The Vice Chair also shall serve as the Chair-Elect and the Secretary-Treasurer shall serve as the Vice Chair-Elect. All Officers shall be elected by the Board at the annual meeting of the Board from slates of candidates eligible and willing to serve. Those receiving the highest number of votes shall be elected. The Board may elect one or more additional officers and one or more assistants to any of the Officers or additional officers, who shall serve for such terms and, subject to these By Laws, have such duties, powers and privileges as may be prescribed by the Board. One person may hold two or more offices at the same time, except that the Chair and the Secretary-Treasurer may not be the same person.

Section 5.2. Authority and Duties. The Officers shall have such authority and perform such duties in the management of the Corporation as may be provided in these By-Laws, or to the extent not so provided, by the Board of Directors. The Chair, Vice-Chair, and Secretary-Treasurer shall also serve as the Chair, Vice-Chair, and Secretary-Treasurer of the Executive Council.

Section 5.3. Terms of Office. The term of each Officer shall be one year. The Vice Chair shall succeed the Chair, the Secretary-Treasurer shall succeed the Vice Chair and a Secretary-Treasurer, and any other officers authorized by the Board, shall be elected annually. Any person elected Secretary-Treasurer shall automatically remain an Officer for a length of time that allows him or her to succeed to the position of Chair. The terms of Officers shall run from the first of October (October 1st) of the year of election.

Section 5.4. Resignation. Any Officer may resign at any time by written notice delivered in person or sent by mail to the Chair, the Secretary-Treasurer or the Board of Directors. Any such resignation shall take effect at the time specified in the notice or, if not so specified, then immediately upon receipt. Unless specifically requested, acceptance of any such resignation shall not be necessary for its effectiveness.

Section 5.5. Removal. Any Officer may be removed at any time, with or without cause, by the Board of Directors.

Section 5.6. Bonds and Other Security. If required by the Board of Directors, any Officer or assistant officer, or the Executive Director, of the Corporation must give a bond or other security for the faithful performance of his or her duties, in the amount and with such surety or sureties as the Board may direct.

Section 5.7. Compensation. Officers and assistant officers shall not be compensated for services on behalf of the Corporation in those capacities, but the Board may provide for reimbursement of the expenses of Officers or assistant officers.

Section 5.8. Succession. In the event of resignation, removal, or other vacancy of the Chair, Vice-Chair, or Secretary-Treasurer, that Officer's position shall be occupied by the Officer holding the position immediately following in order of succession (e.g., Chair, then Vice-Chair, and then Secretary-Treasurer) to complete the unexpired term. A new Secretary-Treasurer shall then be elected by the Board to complete the unexpired term.

Section 5.9. Chair. The Chair shall preside over all meetings of the Members, the Board of Directors, and the Executive Council. The Chair or his or her designee shall represent The Forum in meetings and communications with other organizations and individuals, and, with the approval of the Executive Council, shall establish Projects and Work Groups.

Section 5.10. Vice Chair. The Vice Chair shall serve as liaison between the Board of Directors, the Executive Council, and the chairs and leaders of Projects and Work Groups, and shall serve as the Chair when required.

Section 5.11. Secretary-Treasurer. The Secretary-Treasurer shall attend all meetings of the Board and all meetings of the Members and record all votes and the minutes of all proceedings in a book to be kept for that purpose. The Secretary-Treasurer shall have the care and custody of the corporate funds and other valuable effects, shall keep full and accurate accounts of receipts and disbursements in book belonging to the Corporation, shall deposit all monies and other valuable effects in the name and the credit of the Corporation in such depositories as may be designated by the Board, shall disburse the funds of the Corporation as may be ordered by the Board, and shall render to the Chair and directors, at the regular meetings of the Board, or whenever they may require it, an account of all transactions of the Corporation and of the financial condition of the Corporation.

Section 5.12. Miscellaneous. The outgoing Chair may serve as a liaison for all Projects and Work Groups as requested by the Chair during the year following service and beyond if elected to serve on the Executive Council.

ARTICLE VI

EXECUTIVE DIRECTOR

Section 6.1. Executive Director The Board shall designate an Executive Director of The Forum, and fix the compensation therefor, who shall be contracted by, and directly responsible to the Board. The Executive Director shall be responsible for the administration and management of the Forum. The Executive Director shall direct the staff organization and shall participate in all regular meetings of the Board of Directors. The Executive Director shall be responsible for carrying out the objectives of the Forum, subject to such written policies, directions and procedures as may be established form time to time by the Board. As the contracted senior management executive of the Forum, the Executive Director shall be responsible for office staffing and for the day-to-day operation of the Forum. The contract with the Executive Director shall include authority to hire and terminate staff in accordance with applicable New York State and Federal law.

ARTICLE VII

INDEMNIFICATION

Section 7.1. Indemnification. The Corporation shall indemnify to the fullest extent now or hereafter provided for or permitted by law each person involved in, or made or threatened to be made a party to, any action, suit, claim or proceeding, arbitration, alternative dispute resolution mechanism, investigation, administrative or legislative hearing or any other actual, threatened, pending or completed proceeding, whether civil or criminal, or whether formal or informal, and including an action by or in the right of the Corporation or any other corporation, or any partnership, joint venture, trust, employee benefit plan or other enterprise, whether profit or non profit (any such entity, other than the corporation, being hereinafter referred to as an "Enterprise"), and including appeals therein (any such process being hereinafter referred to as a "Proceeding"), by reason of the fact that such person, such person's testator or intestate (i) is or was a director or Officer of the Corporation, or (ii) while serving as a director or Officer of the Corporation, is or was serving, at the request of the Corporation, as a director, Officer, or in any other capacity, any other Enterprise, against any and all judgments, fines, penalties, amounts paid in settlement, and expenses, including attorneys fees, actually and reasonably incurred as a result of or in connection with any Proceeding, or any appeal therein, except as provided in Section 7.2. of this Article VII.

Section 7.2. Limitation on Indemnification. No indemnification shall be made to or on behalf of any such person if a judgment or other final adjudication adverse to such person establishes that such person's acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that such person personally gained in fact a financial profit or other advantage to which such person was not legally entitled. In addition, no indemnification shall be made with respect to any Proceeding initiated by any such person against the Corporation, or a director or officer of the Corporation, other than to enforce the terms of this Article VII, unless such Proceeding was authorized by the Board of Directors. Further, no indemnification shall be made with respect to any settlement or compromise of any Proceeding unless and until the corporation has consented to such settlement or compromise.

Section 7.3. Notice of Proceeding. Written notice of any Proceeding for which indemnification may be sought by any person shall be given to the Corporation as soon as practicable. The Corporation shall then be permitted to participate in the defense of any such proceeding or, unless conflicts of interest or position exist between such person and the corporation in the conduct of such defense, to assume such defense. In the event that the Corporation assumes the defense of any such Proceeding, legal counsel selected by the Corporation shall be acceptable to such person. After such an assumption, the Corporation shall not be liable to such person for any legal or other expenses subsequently incurred unless such expenses have been expressly authorized by the Corporation. In the event that the Corporation participates in the defense of any such Proceeding, such person may select counsel to represent such person in regard to such a Proceeding; however, such person shall cooperate in good faith with any request that common counsel be utilized by the parties to any Proceeding who are similarly situated, unless to do so would be inappropriate due to actual or potential differing interests between or among such parties.

Section 7.4. Presumption Regarding Indemnification. In making any determination regarding any person's entitlement to indemnification hereunder, it shall be presumed that such person is entitled to indemnification, and the Corporation shall have the burden of proving the contrary.

Section 7.5. Rights Not Exclusive. The rights to indemnification and advancement of expenses granted by or pursuant to this Article VII: (i) shall not limit or exclude, but shall be in addition to, any other rights which may be granted by or pursuant to any statute, corporate charter, by law, resolution of Members or Directors or agreement; (ii) shall be deemed to constitute contractual obligations of the Corporation to any director or Officer who serves in a capacity referred to in Section 7.1. of this Article VII at any time while this Article VII is in effect; (iii) shall continue to exist after the repeal or modification of this Article VII with respect to events occurring prior thereto; and (iv) shall continue as to a person who has ceased to be a director or Officer and shall inure to the benefit of the estate, spouse, heirs, executors, administrators or assigns of such person. It is the intent of this Article VII to require the Corporation to indemnify the persons referred to herein for the aforementioned judgments, fines, penalties, amounts paid in settlement, and expenses, including attorney's fees, in each and every circumstance in which such indemnification could lawfully be permitted by express provisions of by laws, and the indemnification required by this Article VII shall not be limited by the absence of an express recital of such circumstances.

ARTICLE VIII

CONFLICTS OF INTEREST AND EXCESS BENEFIT TRANSACTIONS

Section 8.1. Conflicts of Interest. The Corporation recognizes that the skills, talents and relationships of its Officers, directors, employees and persons or entities with whom it has a contractual relationship ("contractors") are among its richest assets. The Corporation is also aware that acquiring goods or services from, or engaging in transactions with, its Officers, directors, employees or contractors or members of their families or entities in which they have a financial interest or with which they are affiliated (such persons and entities are referred to collectively as "Interested Parties") may create an appearance of impropriety. In order to protect the Corporation against any improper appearance, the Board shall adopt a Conflict of Interest and Compensation Policy that shall restrict the Corporation's business dealings with Interested Parties, including but not limited to appropriate procedures for determining compensation, that shall be at least as stringent as the following:

  1. The Corporation may acquire goods or services from, or otherwise transact business with, an Interested Party if the Board determines in its judgment that the goods or services provided to the Corporation are, or the transaction is, on terms no less advantageous to the Corporation than the terms that are available to the Corporation from third parties. If an Interested Party offers terms which are as advantageous to the Corporation as terms offered by another vendor, the Corporation may, but shall not be required to, consider other benefits derived by it from the Interested Party (e.g., past or anticipated services rendered or financial support) in selecting between otherwise equally desirable vendors.
  2. Whenever the Corporation is considering acquiring goods or services from, or entering into a transaction with, an Interested Party, the details that create the Interested Party relationship shall be disclosed to the Corporation in writing. A copy of the disclosure shall be supplied to the Board.
  3. The Corporation shall enter into a transaction with an Interested Party (an "Interested Party Transaction") only if the Board is made aware of the information referred to in Section 8.1.(b) of this Article and the majority of the directors then serving approve the transaction as being fair and in the best interests of the Corporation. For purposes of the preceding sentence, any director who is (or has an interest in or is related to) the Interested Party that is a party to a proposed transaction shall not be considered a director (including, without limitation, for the purpose of determining a quorum), shall not participate in the vote on the transaction, and shall not attend any meeting while the approval of the transaction is considered. Notwithstanding the foregoing, however, prior approval of the Board of Directors shall not be required if the transaction falls below a de minimis threshold established by the Board.
  4. Procedures for determining compensation of Interested Parties which shall ensure that the compensation paid to an Interest Party is objectively reasonable.

Section 8.2. Excess Benefit Transactions. No director, Officer, employee or contractor of the Corporation, nor any other person with substantial influence over the Corporation (such as a substantial donor), nor parties related to them ("disqualified persons"), may engage in a transaction which would be regarded as "excess benefit transaction" (as such terms is or are defined in the Code) between the Corporation and the disqualified person. "Excess benefit transactions" shall include: unreasonably high compensation paid to senior employees or independent contractors of the Corporation, sales of assets of the Corporation to disqualified persons at less than fair market value and purchases by the Corporation of goods from a disqualified person at higher than fair market value. Any transaction between a disqualified person and the Corporation, shall be conducted in accordance with procedures creating a "rebuttable presumption" that a transaction does not confer excess benefits.

ARTICLE IX

INSTRUMENTS, SAFE DEPOSIT BOXES, AND PROPERTY OF THE CORPORATION

Section 9.1. Instruments. Except as otherwise required by law or by these By Laws, checks, drafts, orders for payment of money, negotiable instruments and other instruments may be signed, executed and delivered, in the name and on behalf of the Corporation, by the Chair, Vice-Chair, Secretary-Treasurer, or the Executive Director of the Corporation, or any other Officer or assistant officer as the Board may from time to time designate. That authority may be general or confined to specific instances, as the Board may determine. For the purpose of deposit and for the purpose of collection for the account of the Corporation, checks, drafts, orders for the payment of money, negotiable instruments and other instruments that are payable to the order of the Corporation may be endorsed, assigned and delivered by any Officer or agent of the Corporation or the Executive Director. For all instruments valued more than twenty thousand dollars ($20,000), the instrument must bear the signature of at least two authorized signatories, one of whom shall be the Secretary-Treasurer, Chair or Vice-Chair.

Section 9.2. Safe Deposit Boxes. Any Officer or Officers (including assistant officers) as may be designated from time to time by the Board and the Executive Director shall have access to any safe of the Corporation in the vault of any safe deposit company.

Section 9.3. Assets and Property. Any Officer or Officers (including assistant officers) as may be designated from time to time by the Board and the Executive Director shall have the power to control and direct the disposition of any assets or property of the Corporation deposited in the custody of any trust company, bank or other custodian. For any disposition valued at more than twenty thousand dollars ($20,000), the disposition must be authorized by at least two authorized Officers or an Officer and the Executive Director.

ARTICLE X

FISCAL MATTERS

Section 10.1. Fiscal Year. The fiscal year of the Corporation shall end on September 30 unless otherwise determined by the Board.

Section 10.2. Corporate Net Earnings. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its members, directors, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services actually rendered to it and make payments and distributions in furtherance of the purposes set forth in this certificate of incorporation. No substantial part of the activities of the Corporation shall be carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Internal Revenue Code (the "Code")), and the Corporation shall not participate in, or intervene in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office.

Section 10.3. If Corporation Deemed Private Foundation. Notwithstanding any other provision of these By-Laws, in any taxable year in which the Corporation is deemed to be a private foundation as defined in Section 509 of the Code, the provisions of this Section 10.3. shall apply: (a) the directors shall distribute its income for each tax year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Code, and (b) the directors shall not engage in any act of self-dealing as defined in Section 4941(d) of the Code; nor retain any excess business holdings as defined in Section 4943(c) of the Code; nor make any investments in such manner as to incur tax liability under Section 4944 of the Code; nor make any taxable expenditures as defined in Section 4945(d) of the Code, or corresponding provisions of any subsequent federal tax laws.

Section 10.4 Membership Fees. An annual membership fee, fixed by the Board of Directors, shall be charged for Governance Organizational Membership, Non-Governance Organizational Membership, For Profit Membership, and Individual Affiliate Membership. The annual membership fee may be waived for student affiliates. The time of payment shall be fixed by the Board of Directors. All fees shall be billed from the office of the Corporation. All fees shall be received by the Corporation and those monies shall be deposited in the official depository. A Member's non-payment of membership fees may terminate the Member's privileges and voting rights and preclude attendance at events and meetings of The Forum upon written notice to such Member.

ARTICLE XI

SEAL

Section 11.1. Seal. The Board may adopt a corporate seal for the Corporation, which seal shall be circular in form and have inscribed on it the name of the Corporation, the year of its organization, and the words "Corporate Seal" and "New York."

ARTICLE XII

BOOKS AND RECORDS

Section 12.1. Books and Records. The books and records of the Corporation shall be kept in such manner as the Board of Directors may direct.

ARTICLE XIII

ADOPTION, REVIEW, AND AMENDMENT

Section 13.1. Adoption. The by-laws of the Corporation may be adopted at any regular meeting by majority vote of the total voting membership of the Members or the Board.

Section 13.2. Review. These By-Laws shall be reviewed periodically for consideration of amendments in order to maintain The Forum as an organization fully responsive to its membership.

Section 13.3. Amendment. These By-Laws may be amended or repealed, or new by-laws adopted, by the vote of the Board of Directors at any meeting of the Board provided that the notice of the meeting states that purpose and describes any text proposed to be deleted and sets out any text proposed to be added, or otherwise describes the proposed amendment. Additionally, any Member may initiate an amendment to these By-Laws. Amendment proposals must be presented to the Board of Directors in writing and accompanied by the signatures of ten Institutional Representatives. Proposed amendments shall be placed on the agenda of the next meeting after the proposal is received by the Board. Alternatively, the Board may conduct a vote on such questions by mail after first announcing the opportunity for Members to discuss the proposal at a regular or special meeting of the Board. Copies of the proposal will be mailed to all Institutional Representatives and made available to all Members in advance of any meeting at which its adoption will be considered. Those proposals approved by two-thirds of the Institutional Members voting shall be adopted.

Section 13.4. By-Laws Relating to Election of Directors. If any by-law regulating an impending election of directors is adopted, amended, or repealed by the Board, there shall be set forth in the notice of the next meeting of Members for the election of directors the by-law so adopted, amended, or repealed, together with a concise statement of the changes made.

ARTICLE XIV

MISCELLANEOUS

Section 14.1. Activities of the Corporation. Notwithstanding any other provisions of these By-Laws, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Code, or the corresponding section of any subsequent federal tax laws, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Code, or the corresponding section of any subsequent federal tax laws.

Section 14.2. Dissolution. Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Corporation, and as approved by a Justice of the Supreme Court of the State of New York, dispose of all the assets of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, religious, scientific, educational, or such other exempt purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Code, or to a federal, state, or local government body to be used for exclusively public purposes, as the Board of Directors shall determine. In the event of voluntary dissolution, such institutions shall be selected in the discretion of the directors, subject to approval of the plan of dissolution and distribution of assets upon an order of the Justice of the Supreme Court of the State of New York. In no event shall any of such assets be distributed to any member, trustee, director or officer, or any private individual.

ARTICLE XV

TRANSITIONAL PROVISIONS

Section 15.1. Generally. The Corporation previously was known as The NYS Forum, a project of the Research Foundation of The State University of New York.

Section 15.2. Continuation of Membership. For the period beginning with the date of incorporation through September 30, 2009, all members in good standing with The NYS Forum shall continue to be Members of the Corporation in the same capacity and manner as they were with The NYS Forum.

Section 15.3. Membership Fees. Any membership fees paid by any Member while a member of The NYS Forum shall be applied to any membership fees required by the Corporation for the fiscal year ending September 30, 2010.

Section 15.4. Continuation of Standing Committees, Special Interest Groups, and Projects and Temporary Committees. All Standing Committees, Special Interest Groups, and Project and Temporary Committees of The NYS Forum shall continue until otherwise directed by the Board of Directors. Any such Standing Committee, Special Interest Group, Project or Temporary Committee containing the term "committee" as part of its name shall be replaced with the term "council" or be renamed as otherwise determined by the Board of Directors.

Section 15.5. Transitional Board of Directors. Notwithstanding the provisions of Article IV, there shall be a Transitional Board of Directors which shall consist of the initial directors set forth in the Certificate of Incorporation (the "Initial Directors") and such other persons as may be elected to serve as a member of the Transitional Board of Directors by the Initial Directors. Members of the Transitional Board of Directors shall continue in office until the installation of a new Board of Directors, which shall occur no later than October 31, 2009.