BY LAWS
SCARSDALE FORUM INC.
BY-LAWS
As amended through June 12, 2024
ARTICLE I. MEMBERS
1.1. Classes of Members.
(a) Scarsdale Forum Inc. (hereinafter referred to as the “Forum”) shall have one or more classes of voting members and such classes of nonvoting members as shall be designated by the Board of Directors.
(b) Membership shall be open to all persons interested in furthering the purposes of the Forum, who are at least eighteen years of age and reside within the Village of Scarsdale and to other persons as authorized by the Board of Directors. Life Members may maintain Forum membership if they no longer reside in Scarsdale.
1.2. Characteristics of Classes of Members. The characteristics of each class, and the qualifications and rights of, and limitations upon, the members shall (a) in the case of voting members be as set forth herein or applicable law, and (b) in the case of nonvoting members be as set forth in a resolution of the Board of Directors. Except as expressly otherwise required by law, the voting members shall exclusively possess voting power for the election of Directors and for all other purposes, and nonvoting members shall not vote for any purpose. Each voting member shall be entitled to one vote in any matter coming before a meeting.
1.3. Admission to Membership. The initial Directors of the Forum shall be the initial voting members. Thereafter, except as specifically designated pursuant to Section 1.2, a person shall become a voting member or nonvoting member in accordance with procedures adopted by the Board of Directors.
1.4. Roster of Members. A roster of members, with their periods of membership, shall be maintained under supervision of the Secretary. For purposes of determining when a member joined the Forum, reference shall be made to the length of membership in the Forum, The Town and Village Civic Club Education Forum Inc., The Town and Village Civic Club, The Village Club of Scarsdale, Inc., and The Town Club. The earliest date of joining any of these organizations shall be the date used to determine the tenure of membership in the Forum. Years of concurrent membership in any of the named organizations shall not be added together to calculate total years of membership in the Forum.
1.5. Membership Applications. Each application for membership shall be made in writing or electronically. The membership form, accompanied by the initial dues payment, shall be forwarded to the Secretary or its designee. The applicant shall become a member of the Forum upon receipt by the Forum of the form and dues payment.
1.6. Membership Dues.
(a) The Board of Directors shall, at such time as in its reasonable judgment it deems necessary or desirable, subject to any applicable provisions of these By-Laws, fix the yearly membership dues. These dues shall be payable on admission to the Forum, or upon renewal of membership, and thereafter on the one-year anniversary date of such admission, or at such other time as set by the Board of Directors, with such renewal payment having a sixty-day grace period. Any member in arrears for more than sixty days shall be so notified by the Treasurer, and if such member shall then fail to pay the dues in arrears not later than sixty days after notification, such member shall be dropped from the roll.
(b) Any member who has completed thirty years of membership shall automatically become a Life Member and no longer be required to pay dues.
(c) The Board of Directors, at its discretion, may, from time to time, designate as an Honorary Member, without payment of dues, any member who, in its judgment, has served the Forum or the Village of Scarsdale faithfully, or with distinction, or has rendered special and valuable service, or who because of physical disability or other good and sufficient reason might not be able to continue as a member.
(d) The Board of Directors may, at its discretion, add or delete categories of membership other than those provided for in these By-Laws, provided that no deletion shall end a period of membership of any member until the end of the then current annual membership period applicable to such member.
(e) No dues shall be chargeable to any member who is a member of the clergy actively and regularly engaged in connection with any church, synagogue or parish in Scarsdale.
(f) The Board of Directors upon written request of a member who is serving on active duty in the armed forces of the United States may reduce or excuse payment of dues for the period of such service.
1.7. Termination of Membership. Any member may resign at any time by written notice to the Forum. Resignation shall not entitle the resigning member to any refund of current year dues previously paid. A member may be removed by the Board of Directors with or without cause by a vote of the majority of voting members.
ARTICLE II. MEMBERSHIP MEETINGS
2.1. Meetings. The Forum shall hold four or more regular meetings (including the annual meeting) in each fiscal year of the Forum. Meetings shall be held at such place (which may include a meeting by electronic media as provided in Section 2.6), within or without the Village of Scarsdale, as the Directors may from time to time fix. The first of these meetings after the annual meeting shall be held in October. Additional meetings may be held during the year, at times to be designated and arranged by the Executive Committee or the Board of Directors. The annual meeting, for the purpose of electing officers, Directors at Large, and two Nominating Committee members as herein provided, shall be held in May or June of each year.
2.2. Notices of Meeting. In addition to notice pursuant to applicable law, notice or supplementary notice of each regular or special meeting shall be given at least five days in advance of the meeting and shall include an agenda briefly describing the subjects to be considered. No substantive resolution shall be adopted at any regular meeting approving or disapproving any statement or policy, or advocating or endorsing any principle or course of action, unless the subject and substance of the resolution were described in the notice of the meeting or otherwise sent to each member of the Forum at least five days in advance of the meeting at which such action is to be taken. If submitted on written request of ten or more members, the notice of the meeting shall include a brief description of the subject matter proposed for consideration by the members, together with the substance of any proposed resolution and (if applicable) a Committee report or other concise additional information bearing on the subject. If a written report of a Committee is to be presented for approval, a copy thereof shall also be made available to the members at least five days in advance of each meeting at which such action is to be taken.
2.3. Nominations. At the annual meeting of the Forum, a Nominating Committee of five members shall be formed, of whom three (including the Chair) shall be selected by the Board of Directors then serving and two elected by the members from nominations made from the floor. This Committee shall present, at the regular membership meeting preceding the annual meeting, a list of candidates for the positions to be filled by the Nominating Committee according to the By-Laws. Other candidates for these positions may be placed in nomination exclusively by notification to the Secretary in writing, subscribed to by at least ten members, sufficiently in advance of the annual meeting to enable the Secretary to include in the notice of such annual meeting a statement of such nominations. The Secretary shall, in the notice of the annual meeting, state the names of all nominees for the offices to be filled at such meeting, indicating those nominated by the Nominating Committee and those nominated by petition.
2.4. Special Meetings. Special meetings may be called by the Executive Committee or the Board of Directors on written notice, addressed to each of the members thereof, designating the place of the meeting (which may include a meeting by electronic media as provided in Section 2.6) and stating the business proposed to be considered at the meeting. Only such business may be transacted at a special meeting as is specified in the written notice.
2.5. Quorum. At all meetings of the Members, ten percent (10%) of the Members eligible to vote (or 100 Members eligible to vote, whichever is less), present in person or via electronic media shall constitute a quorum for the transaction of business. Proxies may be presented for quorum purposes and may also entitle the proxy holder as such to vote on any other matter. In the absence of a quorum, the Members present in person (including persons present via electronic media) may adjourn the meeting from that time until a quorum is present. Notice of the new meeting is not required if the time and place for the new meeting is announced at the meeting at which the adjournment is taken, and at the new meeting any business may be transacted which might have been transacted at the meeting as originally called.
2.6. Meetings by Electronic Media. The officers may give notice of a meeting of Members to be conducted via electronic media, including by teleconferencing and/or video conferencing, in whole or in part, and with the option to appear in person, at such date, time, and place as they shall designate.
2.7. Rules of Order. The meetings of the Forum shall be conducted in accordance with the latest edition of "Robert's Rules of Order Newly Revised" except as otherwise provided in these By-Laws.
2.8. Certain Motions. A motion to table and a motion to adjourn shall be ruled out of order if the effect thereof would be to cut off discussion of a proper subject for Forum consideration before a reasonable time has been allowed for discussion.
2.9. Meeting Adjournment. Each meeting shall be adjourned no later than 10 o'clock p.m. unless a motion to continue it beyond that hour is made and carried.
ARTICLE III. BOARD OF DIRECTORS
3.1. Directors. There shall be a Board of Directors composed of the officers of the Forum, the immediate Past President, the Chair of the Nominating Committee, the Chair of each Standing Committee and each Special Committee, and nine Directors at Large.
3.2. Directors-at-Large. At its annual meeting, the Forum shall elect three members as Directors at large for a term of three years or until successors have been elected.
3.3. Executive Committee. There shall be an Executive Committee of the Board of Directors of nine members, designated from among members of the Board in a resolution adopted by a majority of the entire Board, provided that in the event the Board consists of thirty members or more, the appointment shall be made by at least three-quarters of the members of the Board of Directors present at the time of the vote, if a quorum is present at that time. It is anticipated that ordinarily the Board members so designated to the Executive Committee shall include the President, the Vice President, the Secretary, the Treasurer and the immediate Past President.
3.4. Interim Executive Committee. An individual who is a member of the Executive Committee at the time of the annual meeting shall continue as a member of the Board of Directors following such meeting and shall remain a member of the Executive Committee until such time as the Board of Directors designates new members of the Executive Committee.
3.5. Authority of Board of Directors. The Board of Directors shall have general charge of the affairs of the Forum, except in matters in which action by the membership is required, or concerning matters in which these By-Laws or the membership may otherwise specifically limit the role of the Board of Directors.
3.6. Authority of the Executive Committee. Subject to any limitations specifically imposed by the Board of Directors, the membership or Section 712 of the Not-for-Profit Corporation Law or other applicable law, the Executive Committee of the Board of Directors shall possess and may exercise all of the powers of the Board of Directors between meetings of the Board, including but not limited to the forwarding to members or release of Committee reports pursuant to these By-Laws.
3.7. Regular Meetings of Board. A meeting of the Board of Directors shall be held in advance of each scheduled meeting of the Forum, at such time and place (which may include a meeting by electronic media as provided in Section 3.12) as the Board of Directors may determine, or, in the absence of such determination, at such time and place as the President shall designate. Written notice of each regular meeting shall be given to all members of the Board at least seven days in advance.
3.8. Special Meetings of Board. The President or any five members of the Board of Directors may call a special meeting of the Board of Directors at such time and place (which may include a meeting by electronic media as provided in Section 3.12) as may be designated in the notice of the meeting. Written notice of each special meeting shall be given to all members of the Board at least two days in advance, and if given by mail may be given by either U.S. mail or e-mail (or a combination thereof). Such notice shall state the matter or matters to be considered, and, in the absence of unanimous written consent by all members of the Board (whether or not attending the meeting), no other matters shall be acted on at the meeting.
3.9. Meetings of Executive Committee. The President or any three members of the Executive Committee of the Board of Directors may call a meeting of the Executive Committee at such time and place (which may include a meeting by electronic media as provided in Section 3.12) as may be designated in the notice of meeting. The notice of the meeting may be written or oral, and if given by mail may be given by either U.S. mail or e-mail (or a combination thereof). Notice of a meeting of the Executive Committee to any member shall be sufficient if it is written and given to the member at least two days in advance of the meeting or oral and delivered to the member or any other person found at the member's home at least twenty-four hours in advance of the meeting.
3.10. Board of Directors and Executive Committee Assignments. The President, Vice President, and Secretary shall be, respectively, the Chair, Vice Chair and Secretary of the Board of Directors and, subject to their designation to the Executive Committee, of the Executive Committee. At every meeting of the Board of Directors or the Executive Committee, the Chairman of the Board, or if the Chair shall be absent, the Vice Chair or other designee of the Board of Directors, or, if none be present, the appointee of the meeting, shall preside. The Secretary, or if the Secretary shall be absent, an Assistant Secretary, or if none be present, the appointee of the presiding officer of the meeting, shall act as secretary of the meeting.
3.11. Quorum. A majority of the members of the Board of Directors in office at the time shall constitute a quorum at any regular or special meeting of the Board. A majority of the members of the Executive Committee of the Board of Directors in office at the time shall constitute a quorum at any meeting of the Committee.
3.12. Meetings of Board and Committees by Electronic Media. Notice of meetings of the Board or a committee may be given as provided elsewhere in the By-Laws. Such notice may specify that the meeting will also or alternatively be conducted via electronic media, including by teleconferencing and/or video conferencing, in whole or in part, and with the option to appear in person, at such date, time and place as they shall designate.
3.13. Rules of Order. The meetings of the Board of Directors shall be conducted in accordance with the latest edition of "Robert's Rules of Order Newly Revised" except as otherwise provided in these By-Laws.
3.14. Vacancies, Resignations and Removals.
(a) A vacancy in any office, or in the Board of Directors, or in the Nominating Committee, shall be
filled by the Board of Directors at any regular meeting or at any special meeting called for that purpose. Any vacancy in the Executive Committee, other than an officer, shall be filled by the appointment of another member of the Board of Directors. A vacancy in any other committee may be filled by the President.
(b) Any Director may resign at any time by written notice to the Forum. A Director may be removed
with or without cause by the voting members.
ARTICLE IV. OFFICERS; NOMINATING COMMITTEE
4.1. Officers. The officers of the Forum shall be a President, a Vice President, a Secretary, and a Treasurer, and such other officers, if any, as may be provided pursuant to these By-Laws.
4.2. Election of Officers. At the annual meeting of the Forum, the members present shall elect, from among the members of the Forum, the Vice President, Secretary, and Treasurer, and such other officers, if any, as may be provided in these By-Laws, each of whom shall serve for a term of one year (or until their successors have been elected).
4.3. Elected Vice President. The member who is elected Vice President at the annual meeting (and so designated if more than one Vice President shall be elected) shall, upon the election of his or her successor, and without any further action by the membership, become the President of the Forum for the ensuing year.
4.4. Additional Officers. The Board of Directors may designate to the Nominating Committee one or more additional offices to be elected at the next annual meeting. The Board of Directors, at the request of the President, may also appoint additional officers to serve concurrently with the term of the President, and the Board of Directors shall also be empowered to delete any appointed officer position during the course of that year, provided that no deletion of a position shall reduce the term of any person then serving as an officer of the Forum. At any time when more than one Vice President shall have been elected or appointed for a term, the elected Vice President identified as the person to become President of the Forum for the ensuing year pursuant to Section 4.3 of these By-Laws shall be designated as the First Vice President.
4.5. Duties and Authority of Officers. The officers of the Forum shall perform the duties and have the authority which usually pertain to their respective offices, and such other duties and authority as may be assigned to them by the Board of Directors or by the President.
4.6. Nominating Committee Formation. Not later than January 15th of each year, the President shall invite all members of the Board of Directors to submit to the President, prior to February 1st, names of members of the Forum to be considered in connection with the Board's selection of three members of the Nominating Committee to be formed at the next annual meeting of the Forum in accordance with Section 2.3 of these By-Laws. The President, the Vice President (identified in Section 4.3 of these By-Laws) and the three Directors at Large who are completing their second year term shall present recommendations at the meeting of the Board at which such selection is to be made. Any member of the Board at such meeting may present any additional name or names for consideration in the making of the selection. Two additional members of the Nominating Committee shall be elected by the membership from nominations from the floor at the annual meeting as provided in Section 2.3 of these By-Laws. No member of the Nominating Committee may be proposed for any elective officer position for the ensuing year.
4.7. Nominating Committee Duties. The Nominating Committee shall nominate a Vice President, a Secretary, a Treasurer, three Directors-at-Large, and additional officers (if any) designated to it for the next year by the Board of Directors, to be elected by the Forum at the annual meeting for one-year terms (or until successors may be elected) in accordance with these By-Laws.
4.8. Suspension or Removal of Officers. The authority, duties or responsibilities of any officer of the Forum may be suspended, with or without cause, by the President, with a report of such action to be promptly provided to the Board of Directors. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors with or without cause.
ARTICLE V. COMMITTEES
5.1. Committees of the Board. The Board of Directors may create committees of the Board, each consisting of three or more directors. The Board shall appoint the members of such committee of the Board, except that in the case of any executive committee or similar committee however denominated, the appointment shall be made by a majority of the entire Board, provided that in the event the Board consists of thirty members or more, the appointment shall be made by at least three-quarters of the directors present at the time of the vote, if a quorum is present at that time. Each such committee shall have the authority of the Board to the extent provided in a board resolution or in the certificate of incorporation or by-laws, except that no committee of any kind shall have authority as to matters enumerated in the New York Not-for-Profit Corporation Law, as it may be amended from time to time. As of the date of these amended By-Laws, the Board has created the Executive Committee as set forth in Article III of these By-Laws.
5.2. Committees of the Corporation and Other Committees. The Board of Directors and/or the members of the Forum have created various committees, and may create from time to time in the future additional committees which are not committees of the Board for such purposes within the scope of the Forum’s focus on civic matters, which committees generally shall be committees of the corporation. Such committees shall not have the authority to bind the Board.
5.3. Standing Committees. The Standing Committees of the Forum shall be:
Audit
Assessment Revaluation
Communications
County Fiscal Affairs
Development
Downtown Revitalization
Education
Hospitality
Investment
Intergovernmental Relations
Membership
Municipal Services
Nominating
Parks
Policy
Program
Recreation
Scarsdale Electoral Policy
Scarsdale Fiscal Affairs
Special Events
Sustainability
Zoning and Planning
5.4. Special Committees. Special Committees may be created at such times, in such manner and for such purposes as the membership or the Board of Directors shall determine.
5.5. Appointment of Committee Chairs. The Chair of each Standing Committee and any new or continuing Special Committee shall be appointed by the President, after consultation with and approval by the Board of Directors, at the beginning of his or her term, or whenever a new Standing or Special Committee shall be created by the membership or the Board.
5.6. Members of Committees. Membership of Standing Committees and Special Committees shall be established and maintained under procedures of the Board of Directors. Unless otherwise specified by the Board (and as applicable for the Audit Committee, the Investment Committee and the Nominating Committee, formed and having the duties set forth in other Sections of these By-Laws), Forum members, who may be non-directors may join each such committee as they wish. Subject to direction by the Board of Directors, the President shall appoint the initial members of each such Special Committee, each of which shall consist of at least three members, one of whom shall be Chair. The members of each such Special Committee and each Standing Committee shall serve until the next annual meeting unless they resign or otherwise cease to serve. The Chair of any Committee (other than a Committee with By-Laws or Board limited membership, including the Audit Committee, Investment Committee or Nominating Committee) may add one or more members to the committee, from time to time, and additional Forum members may opt to join any Committee (other than those referenced in the preceding parenthetical). The President and Vice President shall be ex-officio members of each Standing Committee and each Special Committee.
5.7. Committee Purposes and Actions. Each Committee is empowered to study and report on matters within its scope and all such studies shall be reported to the Board of Directors. Each Committee shall make reports thereon to the membership, the Board of Directors or the President in accordance with Article VI of these By-Laws.
ARTICLE VI. REPORTS AND STATEMENTS
6.1. Committee Reports.
(a) Chairs of Committees shall keep the Board of Directors informed on a reasonably timely basis as to subjects on which their respective Committees desire to report to the Forum or which they desire to bring up for discussion by the Forum. Before a Committee report is presented to the Forum, it shall be discussed with the Board of Directors, which shall be informed, as fully as reasonably possible, as to its text or substance. The Board shall determine the priority for the presentation of Committee reports to the Forum as to whether such a report should be presented for expeditious treatment or at a regular membership meeting. It is not the function of the Board to instruct any Committee as to content, conclusions or recommendations to be contained in its report. The scheduling of a Committee report for presentation to the Forum shall not constitute an endorsement by the Board of the conclusions or recommendations expressed in such report. Reports of Committees may be released to the public if approved for such release by the Forum membership, or if they are otherwise permitted to be publicly released as provided in this Article VI.
(b) Reports of Committees shall be factually accurate and sufficiently researched and annotated in all material respects, shall conform to the written report guidelines of the Board of Directors, as amended from time to time, and, where appropriate shall set forth the principal considerations before the Committee in favor of or against its conclusions and recommendations
(c) The Board of Directors, by a vote of a majority of the Directors in office at the time or of two-thirds of the Directors present at any meeting at which a Committee report shall be presented, whichever is greater, may recommit a report which does not comply with Section 6.1(b), and in so doing may request the Committee to consult with one or more other Committees of the Forum in the event the subject matter of the report overlaps with an area of focus of another Committee for the purpose of guidance on compliance or collaboration on issues within their joint scope. No report of a Committee may be recommitted more than once. Upon any recommittal including a request for consultation by another Committee where the report again presented for consideration is other than a joint report of both Committees, the Committee invited for consultation shall be entitled to include with the report a statement expressing views of the consulting Committee on report aspects within its area of focus.
(d) A concise statement of the Committee’s major conclusions and recommendations applicable in a Committee report shall be set forth at or near the beginning of the Committee’s report. The exact wording of any resolution to be presented by the Committee shall also be set forth at or near the beginning of the report.
(e) (1) In addition with respect to a report prepared under Section 6.1(a) or in place of release with respect to a report prepared under Section 6.1(f), the Board may, in its discretion, use the Discussion Draft Procedure set forth in this subsection.
(2) If applying the Discussion Draft Procedure, the Board shall first determine that the report satisfies the requirements of Sections 6.1(b) and 6.1(d). In this connection, it is not the function of the Board to instruct any Committee as to conclusions or recommendations to be included in the report, and precedence and scheduling shall be as provided in Section 6.1(a). The Board then may authorize release of the report to the public prior to its submission to the Forum, in which event the report shall have in bold type in its heading the following legend:
“THIS REPORT HAS BEEN PREPARED UNDER THE DISCUSSION DRAFT PROCEDURE OF THE SCARSDALE FORUM INC. BY THE COMMITTEE WHOSE MEMBERS’ NAMES APPEAR BELOW. IT HAS BEEN AUTHORIZED BY THE BOARD OF DIRECTORS (EXECUTIVE COMMITTEE) OF THE FORUM FOR RELEASE TO THE PUBLIC, BUT IT HAS NEITHER BEEN APPROVED BY THE BOARD OF DIRECTORS (EXECUTIVE COMMITTEE) NOR SUBMITTED TO THE FORUM MEMBERS FOR THEIR APPROVAL.”
Any oral presentation of the report shall start with a statement substantially similar to the above legend.
(f) (1) Notwithstanding anything to the contrary set forth above, the President may assign a specific subject to a Committee for the preparation of a report under this Section 6.1(f) (Expeditious Treatment Procedure) or a Committee chair may request to the President such treatment for a report. The President, in the exercise of discretion, may accept or reject such request. Each such assignment or request shall be in writing (including without limitation by electronic mail) and shall set forth the reason why the expeditious treatment under this Section 6.1(f) is considered either necessary or helpful. Any such request, and the acceptance or rejection thereof, shall be filed in the records of the Forum with the report to which it relates.
(2) The Committee shall submit to the President its proposed report in writing and the President, if still believing that the subject matter warrants Expeditious Treatment, shall send the report to each member of the Board of Directors. Unless a meeting of the Board already scheduled is sufficiently timely for purposes of the proposed report, the President shall then call a special meeting of the Board to consider the report or, if a meeting of the full Board is not practicable, shall call a special meeting of the Executive Committee for such purpose. If the Board of Directors (or Executive Committee) approves the report by a vote of at least two thirds of the members present at the meeting (a quorum being present), it may authorize release of the report to the public prior to its submission to the Forum, in which event the report shall have in bold type in its heading the following legend:
“THIS REPORT HAS BEEN PREPARED UNDER EXPEDITIOUS TREATMENT PROCEDURE OF THE SCARSDALE FORUM INC. BY THE COMMITTEE WHOSE MEMBERS' NAMES APPEAR BELOW. IT HAS BEEN APPROVED BY THE BOARD OF DIRECTORS (EXECUTIVE COMMITTEE) OF THE FORUM AND AUTHORIZED FOR RELEASE TO THE PUBLIC, BUT IT HAS NOT YET BEEN SUBMITTED TO THE FORUM MEMBERS FOR THEIR APPROVAL.”
Any oral presentation of the report shall start with a statement substantially similar to the above legend.
(3) After a report has been released to the public under Expeditious Treatment Procedure, the Board of Directors shall immediately cause the report to be made available to the membership with an explanatory statement of the reasons for its public release. The President may at that time direct that a press release be issued to inform the public of the report, with the caveat that the report has not yet been approved by the membership. The Board shall submit the report to the Forum at the next regular membership meeting so that the Forum may take whatever action it deems appropriate.
(g) Committees shall have the authority and responsibility to review any action taken on, or inaction with respect to, their reports (which have been approved by the membership of the Forum, or the Board of Directors or the Executive Committee and authorized for release to the public under the Discussion Draft Procedure or Expeditious Treatment Procedure) by the governmental bodies, organizations or private agencies to which such reports have been forwarded, and to further advise, report, and take other appropriate steps to support the recommendations set forth in the relevant report.
6.2. Reports of Board Action.
(a) No reports respecting action taken or subjects discussed at meetings of the Board of Directors shall be given to the press or the public, except as the Board or the President may authorize.
(b) If the President shall determine that it is impracticable within reasonable time limits for a Committee to prepare a report for submission to the Forum on a specific subject or for a Committee to submit a proposed report to be dealt with in accordance with Section 6.1(e) or Section 6.1(f), and that it is in the best interest of the Forum that the President, either through a written statement or oral presentation, take a public position with respect to such subject, the President shall be authorized to make such oral presentation or written statement in substantially the form approved by the Board of Directors (or, if a meeting of the full Board is not practicable, by a special meeting of the Executive Committee), and the oral presentation or written statement shall be approved by a vote of at least two thirds of the members of the Board (or Executive Committee) present at the meeting, a quorum being present. Any such written statement shall have in bold type in its heading the following legend:
“THIS WRITTEN STATEMENT IS BEING MADE BY THE PRESIDENT OF THE SCARSDALE FORUM INC. AND HAS BEEN APPROVED BY THE BOARD OF DIRECTORS (EXECUTIVE COMMITTEE) OF THE FORUM AND AUTHORIZED FOR RELEASE TO THE PUBLIC. IT EXPRESSES ONLY THE VIEWS OF THE BOARD (EXECUTIVE COMMITTEE) AND HAS NOT BEEN SUBMITTED TO THE FORUM MEMBERS FOR THEIR APPROVAL.”
Any such oral presentation shall start with a statement substantially similar to the above legend.
(c) The President shall report to the Forum at its next regular meeting any action taken in accordance with the provisions of Section 6.2(b).
6.3. Reports of Audit. The Board of Directors shall provide for an annual audit of the books of the Forum by a professional auditor or an Audit Committee of at least three Forum members. The report of the auditor or Audit Committee shall be sent to all members with the notice of the annual meeting, together with such additional information as complies with Section 519 of the Not-for-Profit Corporation Law.
ARTICLE VII. FINANCE
7.1. Budget. A budget for the ensuing year shall be submitted to the membership by the Board of Directors for adoption at the annual meeting. The proposed budget shall be sent to all members with notice of the annual meeting.
7.2. Appropriations. The Board of Directors shall have the sole power to make appropriations, subject to the veto power of the membership as hereinafter provided. At the request of five or more members of the Board, any proposed appropriation shall be postponed until the next meeting of the Board, provided that only one such postponement may be had. At the request of five or more members of the Board, any appropriation made shall be submitted to the membership at its next meeting for its approval or veto.
7.3 Fiscal Year. The fiscal year of the Forum shall each year begin on May 1 and end on the following April 30.
7.4. Investment Committee. The Board of Directors may assign to the Investment Committee or to an officer of the Forum such duties and authority with respect to Forum investments as specified from time to time in the Forum’s Investment Policy or other Board resolution. The Investment Committee shall be comprised of at least three Forum members and shall be appointed by the President after consultation with and approval by the Board of Directors.
ARTICLE VIII. GENERAL PROVISIONS
8.1. Indemnification. To the fullest extent permitted by the Act, the Forum shall indemnify any current or former Director or officer of the Forum and may, at the discretion of the Board of Directors, indemnify any current or former employee or agent of the Forum against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed action, suit or proceeding brought by, in right of or in respect to the Forum or otherwise, to which such person was or is a party or is threatened to be made a party by reason of current or former position with the Forum or by reason of presently or previously serving, at the request of the Forum, as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.
8.2. Seal. The seal of the Forum shall be circular in form and shall bear, in addition to any other emblem or devise approved by the Board of Directors, the name of the Forum, the year of its incorporation and the words “New York”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.
8.3. Amendments. These By-Laws may be amended by the members of the Forum at any regular meeting or at any special meeting called for this purpose by a majority vote of the members present and voting, provided that due notice of the proposed amendment(s) shall have been given to the members not less than five days in advance in writing. The Board of Directors shall also have power, by majority vote of the entire Board, to amend or repeal any of these By-Laws, and to adopt new By-Laws. Any By-Laws adopted by the Board of Directors may be amended or repealed by the members, and, except as otherwise specifically directed by the members, any By-Laws adopted by the members may be amended or repealed by the Board of Directors.
ARTICLE IX. COORDINATING PROVISIONS
9.1. Members. Any person who is a member of The Town and Village Civic Club shall be a member of the Forum.
9.2. Officers, Directors and Committees. Any person who is elected or appointed an officer or Director of The Town and Village Civic Club shall be an Officer or Director of the Forum for the identical term. To the extent so determined by the Boards of Directors of The Town and Village Civic Club and the Forum, any person who is elected or appointed as a Committee Chair of The Town and Village Civic Club shall be a Committee Chair of the Forum for the identical term.
9.3. Other Actions. The Board of Directors of the Forum is authorized to adopt such other measures as it shall deem appropriate in order to assure the smooth activation and continuing educational and charitable work of the Forum, including the undertaking by the Forum of certain educational and charitable activities heretofore conducted by the Town and Village Civic Club and the coordinating between the two organizations of functions which either may from time to time perform.
9.4. Effective Dates. This Article IX shall be effective commencing as of the incorporation of the Forum and thereafter until otherwise determined by the Board of Directors. Except to the extent otherwise specifically determined by resolution of the Board of Directors, the expiration of this Article IX shall not affect the term of any person as an Officer, Director or Committee Chair, or the continuing effectiveness of any other transitional or coordinating actions approved by the Board of Directors pursuant to Section 9.3. All actions taken by the Board of Directors pursuant to this Article IX shall be reported by the Board of Directors to the membership of the Forum at the next regular membership meeting and shall on a prospective basis be subject to the further action of the Forum membership.