BY-LAWS OF
THE BUSINESS COUNCIL OF NEW YORK STATE, INC.

ARTICLE I – OFFICES

The principal office of the Corporation shall be located at 152 Washington Avenue, Albany, New York 12210-2289, or at such other location within or without the State of New York as the Board of Directors (“Board”) may determine.

ARTICLE II – MEMBERS

Section 2.1 Classes of Members. The Corporation shall have one (1) class of members. Membership shall be open to businesses, corporations, public benefit corporations, not-for-profit corporations, educational institutions and firms doing business in the State of New York and to bona fide trade or business organizations, associations or chambers of commerce, provided that the principal activities of such organization, association or chamber of commerce are carried on within the State of New York.

Section 2.2 Dues. The Board of Directors shall establish a schedule of annual membership dues.

Section 2.3 Termination of Membership. Except as otherwise provided by applicable law, the Certificate of Incorporation of the Corporation or these by-laws, membership in the Corporation shall continue until terminated by the resignation, withdrawal or lawful expulsion of a member or upon dissolution and liquidation of the Corporation, or upon the death of any member if such member is an individual or a partnership, and upon dissolution and liquidation if such member is a corporation.

ARTICLE III – MEETINGS OF THE MEMBERSHIP

Section 3.1 Meetings of Members. Meetings of members may be held at a location within the state of New York to be determined from time to time by the Board of Directors for the convenience of the members, or, if not so determined by the Board, at the office of the Corporation in this state.

Section 3.2 Annual Meeting. An annual meeting of the membership for the purpose of electing Directors and transacting such other business as may come before it shall be held each year on a date set from time to time by the Board of Directors for the convenience of the members.

Section 3.3 Special Meetings. Special meetings of the membership may be called by the Chairman of the Board, the Executive Committee or a majority of the Directors. Such meetings may also be convened upon written demand by members entitled to cast ten per cent (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 (2) nor more than three (3) months from the date of such written demand. The Vice Chairman and Secretary of the Corporation, upon receiving such written demand, shall promptly give notice of such meeting and such special meeting shall be held at a location within the state of New York to be determined from time to time by the Board of Directors for the convenience of the members, or, if not so determined, at the office of the Corporation in this state. The agenda for such special meetings shall be limited to the matter or matters specified in the notice given pursuant to Section 3.4 below, and only those matter(s) shall be discussed and voted upon.

Section 3.4 Notice of Meetings. Written notice of membership meetings, stating the place, date, and hour thereof and, unless it is the annual meeting, stating that it is issued by or at the direction of the person or persons calling the meeting and indicating the purpose or purposes for which the meeting is called, shall be given personally or by mail to each member entitled to vote at such meeting. If the notice is given personally or by first class mail, it shall be given not less than twenty (20) nor more than fifty (50) days before the date of the meeting; if mailed by any other class of mail, it shall be given not less than thirty (30) nor more than sixty (60) days before such date.

Notice of meeting need not be given to any member who submits a signed waiver of notice, in person or by proxy, whether before or after the meeting.
Section 3.5 Quorum. The Board shall fix a date as the record date for determining the members entitled to receive notice of, and vote at, any meeting of members; such date shall be not less than ten (10) nor more than fifty (50) days before the meeting. Except as otherwise provided by law or in the Certificate of Incorporation or in these by-laws, the presence, in person or by proxy, of members entitled to cast one hundred votes or one-tenth the total number of votes entitled to be cast, whichever is lesser, shall constitute a quorum at meetings of the membership, and the act of a majority of the voting members present at the meeting shall be the act of the members. A member will be deemed to be present if it is represented by an appropriate proxy.

Section 3.6 Voting. Except as otherwise provided by law or in the Certificate of Incorporation or in these by-laws, Directors shall be elected by a plurality of the votes cast at a meeting of members by the members entitled to vote in the election.
Except as otherwise provided by law or in the Certificate of Incorporation or in these by-laws, and except for the election of Directors, a majority of the votes cast at such meeting upon a given question by the members entitled to vote thereon who are present in person or by proxy shall decide such question.
Each member entitled to vote shall have one (1) vote.

Section 3.7 Adjournment. If a quorum shall not be present or represented at any meeting of the membership, the members entitled to vote thereat, present in person or represented by proxy, shall have the power by a majority of the votes so represented to adjourn the meeting. Subject to any further notice being required by law, at any adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted on the original date of the meeting.
Section 3.8 Action Without a Meeting. Any action required by the laws of the State of New York to be taken at a meeting of the membership, or any action which may be taken at any meeting of the membership, may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote thereon.

ARTICLE IV – BOARD OF DIRECTORS

Section 4.1 General Powers. The business of the Corporation shall be managed by its Board of Directors, which shall have general supervision of the Corporation, including all powers not expressly reserved to the membership or expressly granted to others by the Certificate of Incorporation or these by-laws.

Section 4.2 Size of the Board. The number of voting Directors which shall constitute the Board shall be not less than thirty-six (36). The Board, by resolution adopted by vote of a majority of the then authorized number of Directors, may increase or decrease the number of Directors, but in no event shall the number of Directors be less than thirty-six (36). No decrease in the number of Directors shall shorten the term of any incumbent Director.

The Chairman of the Chamber Alliance of New York State (“Chamber Alliance”), or any successor organization hereinafter created, shall be a full voting Director during his/her term as Chairman of the Chamber Alliance.

The Directors shall be divided into three (3) classes each consisting of no more than one-third of the total number of Directors. At each annual meeting of the membership, a new class of Directors shall be elected to replace the class of Directors whose terms are expiring.

Section 4.3 Criteria for Directors. Directors shall be selected from any business, corporation, educational institution, association or firm which is a member of the Corporation. Said Directors shall be the chief executive officers or other senior executives of such businesses, corporations, educational institutions, associations or firms. If, during his or her term, a Director ceases to be actively affiliated with the company which he or she was so affiliated at the time of his/her election to the Board, and/or his or her company or organization ceases to be a member of the Corporation, he or she shall thereupon cease to be a Director.

Section 4.4 Term of Office. Each Director shall hold office for a term of three (3) years or until his or her earlier death, resignation, incapacity to act or removal. There shall be no term limits.

Section 4.5 Vacancies and Resignations. In the event of a vacancy created by the death, resignation or incapacity to act of a Director, the Board, by a vote of the majority of Directors then in office, shall elect a new Director. A Director elected to fill a vacancy shall hold office until the expiration of the term of the Director being replaced.

Any Director may resign by a notice in writing to the Chairman or Vice Chairman and Secretary. The acceptance of any such resignation, unless required by the terms thereof, shall not be necessary to make the same effective.

Section 4.6 Regular and Annual Meetings. The Board shall meet at such times and such places as may be determined by the Board with no less than five (5) days notice by mail, e-mail, telephone or fax.

Section 4.7 Special Meetings. Special meetings of the Board may be called at any time by the Chairman of the Board or upon written request of at least ten (10) Directors on no less than five (5) days notice by mail, e-mail, telephone or fax.
Section 4.8 Quorum and Voting. At every meeting of the Board, a quorum must be present for the transaction of business. A quorum shall consist of 16 members of the Board. Except as otherwise provided by law or in the Certificate of Incorporation or the by-laws, action at a Board meeting may be taken upon affirmative vote by a majority of Directors present and entitled to vote. Each Director shall have one (1) vote.

Section 4.9 Adjournment. If at any meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting to another time and place, and the meeting may be held without further notice or waiver.

Section 4.10 Action Without a Meeting. Any action required or permitted to be taken at any meeting by the Board or any committee thereof may be taken without a meeting if all of the members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action and the resolution and the written consents are filed with the minutes of proceedings of the Board or the committee.

Section 4.11 Meeting by Conference Telephone or Videoconference. Any one or more members of the Board or any committee thereof may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

ARTICLE V – OFFICERS

Section 5.1 Appointment of Officers. The Board shall elect the Officers of the Corporation at its annual meeting. Such Officers shall include the Chairman of the Board, a President, up to eight (8) Vice Chairmen of the Board, one of whom shall serve as Secretary and one of whom shall serve as Treasurer. The President need not be a member of the Corporation.

The Officers shall exercise the powers and perform the duties designated in the by-laws and such other duties that usually pertain to their respective offices or as are properly delegated or assigned to them from time to time by the Board.
Each Officer shall hold office for such term as will be prescribed by the Board (or if no such term shall be prescribed, then for a term of one (1) year) and until a successor has been appointed and qualified.

Section 5.2 Powers and Duties.
a) Chairman. The Chairman of the Board shall preside at all meetings of the membership, the Board of Directors and the Board’s Executive Committee. The Chairman shall be a voting member ex officio of all committees, subsidiary agencies, entities and trusts heretofore or hereinafter created. The Chairman shall perform all duties incident to his office or those which are delegated by the Board of Directors.
b) Vice Chairman and Secretary. During the absence or disability of the Chairman, the Vice Chairman and Secretary shall have all the powers and functions of the Chairman and shall perform such duties as the Board shall prescribe.
The Vice Chairman and Secretary shall keep minutes of the proceedings of the Board, membership and Executive Committee and shall give, or cause to be given, all notices in accordance with the provisions of these by-laws or as required by law. The Vice Chairman and Secretary shall be custodian of the corporate records, custodian of the corporate seal, maintain membership rolls and, in general, shall perform all the duties incident to the office of Vice Chairman and Secretary and such other duties as may be assigned by the Board.

The Vice Chairman and Secretary shall also serve as the Chairman of the Nominating and Governance Committee.

c) Vice Chairman and Treasurer. The Vice Chairman and Treasurer shall have the custody of the Corporation’s funds, and shall keep correct and complete books and records of account. The Vice Chairman and Treasurer shall prepare and certify all financial reports of the Corporation, or cause the same to be prepared and certified by a firm of certified public accountants, and in general shall perform all duties incident to the office of Vice Chairman and Treasurer and such other duties as may be assigned by the Board.
The Vice Chairman and Treasurer shall also serve as Chairman of the Finance and Audit Committee.
d) Vice Chairmen. The Board may elect up to six (6) additional Vice Chairmen. All Vice Chairmen shall perform all duties delegated by the Board of Directors and shall otherwise assist the Chairman in conducting the affairs of the Corporation.
The Chairman shall appoint one (1) or more Vice Chairmen to serve as the Chairman (men) of the Membership Committee.
e) President. The President is the Chief Executive Officer of the Corporation. He or she shall execute the policies set by the Board of Directors and shall perform all executive functions of the Corporation. He or she shall be responsible for the full-time activities of the Corporation, including the appointment, structuring and management of its salaried staff.
The President, except in instances involving review of his or her fitness and performance, shall be an ex officio member of the Board of Directors, the Executive Committee and of all committees, subsidiary agencies, entities and trusts heretofore and hereinafter created. In each such capacity, he or she shall have the power to vote.

Section 5.3 Removals. Any Officer may be removed with or without cause by a majority vote of the Board of Directors. The removed Officer may be replaced with another individual upon a majority vote of the Board.

ARTICLE VI – COMMITTEES

Section 6.1 Committees. The Board, by a resolution adopted by a majority of the entire Board, may designate from among its members a Nominating and Governance Committee, a Finance and Audit Committee, an Executive Committee, a Membership Committee and such other committees as the Board from time to time may find appropriate. Each committee shall consist of at least three (3) Directors, and each of which, to the extent provided in such resolution, shall have the authority of the Board, except that no such committee shall have the authority as to the following matters:

(a) The submission to members of any action requiring members’ approval under the laws of the State of New York;
(b) The filling of vacancies in the Board of Directors or in any committee;
(c) The fixing of compensation of the Directors for serving on the Board or any committee;
(d) The amendment or repeal of the by-laws or the adoption of new by-laws; and
(e) The amendment or repeal of any resolution of the Board which by its terms shall not be so amendable or repealable.

Section 6.2 Executive Committee. There shall be an Executive Committee which shall have and may exercise all of the powers of the Board when the Board is not in session, provided that the Executive Committee shall, at all times, be accountable to and subject to the control of the Board.

The Executive Committee shall consist of the Chairman, the Vice Chairmen, the President, and, if still serving on the Board, the immediate past Chairman. The Chairman of the Board shall also serve as the Chairman of the Executive Committee.
At the annual meeting of the Board of Directors, the Executive Committee shall recommend to the Board a Director for election or re-election as Chairman of the Board and an individual for election or re-election as President.

Section 6.3 Nominating and Governance Committee.
There shall be a Nominating and Governance Committee which shall be responsible for recommending nominees for the Board of Directors. This Committee shall consist of at least four (4) Directors in addition to the Vice Chairman and Secretary, who will serve as Chairman.

Not less than ninety (90) days before the annual meeting of the membership, the Nominating and Governance Committee shall invite the members to nominate individuals to be elected to the Board of Directors.

At the annual meeting of the Board of Directors, the Nominating and Governance Committee shall provide the Board with a list of prospective candidates for the Vice Chairman and Secretary, Vice Chairman and Treasurer and other Vice Chairmen officerships. Such officerships, pursuant to Section 5.1 herein, shall be voted on at the annual meeting of the Board.

Section 6.4 Finance and Audit Committee. There shall be a Finance and Audit Committee which shall recommend an auditor for the Corporation to be appointed by the Board, shall define the scope of the audit to be performed, and shall review the annual financial statements of the corporation. The Finance and Audit Committee may examine and consider such matters relating to the financial affairs of the Corporation as the Committee deems desirable.

This Committee shall consist of at least four (4) Directors in addition to the Vice Chairman and Treasurer, who will serve as Chairman.

Section 6.5 Membership Committee. There shall be a Membership Committee which shall assist the President in identifying candidates for membership in the Corporation, develop guidelines for the approval of applications for membership in the Corporation and the termination of such memberships, and may review and approve applications for membership.

The Committee shall consist of at least four (4) Directors in addition to the Vice Chairman (men) of the Board, who will serve as Chairman.
Section 6.6 Miscellaneous Provisions. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent member or members at any meeting of such committee.

Each committee shall serve at the pleasure of and be responsible to the Board. It shall keep minutes of its meetings and report the same to the Board.

The Board shall have the authority to create special (or ad hoc) committees as may be deemed desirable. Such special committees shall have only the powers specifically delegated to them by the Board. The chairman of such committee shall be appointed by the Chairman of the Board and the committee membership shall be selected jointly by the Chairman of the Board and the chairman of the committee.

ARTICLE VII – MISCELLANEOUS

Section 7.1 Fiscal Year. The fiscal year of the Corporation shall be from January 1 through December 31 of each calendar year.
Section 7.2 Year-End Fiscal Report. A year-end fiscal report shall be presented to the membership at the annual membership meeting.

ARTICLE VIII – INDEMNIFICATION OF DIRECTORS AND OFFICERS

Except as otherwise provided by law, no Director or Officer of the Board shall be liable to any person other than the Board based solely on such Director’s or Officer’s conduct in the execution of such office unless such conduct constituted gross negligence or was intended to cause the resulting harm.

Within the limits of its general liability insurance and Directors and Officers insurance, and except as otherwise provided by law and except as provided in the paragraph immediately below, the Corporation shall indemnify any person made, or threatened to be made, a party to an action or proceeding, whether criminal or civil, including an action by or in the right of the Corporation to procure a judgment in its favor and an action, by reason of the fact that such person, or such person’s testator or intestate, is or was a Director or Officer including also an action by or in the right of any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in which such Director or Officer served in any capacity at the request of the Corporation or Board, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred as a result of such action or proceeding, or any appeal thereon.

The Corporation shall not indemnify any Director or Officer if a judgment or other adjudication adverse to the Director or Officer establishes that his 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 he personally gained in fact a financial profit or other advantage to which he was not legally entitled.

The Corporation shall have the power, to the fullest extent permitted by law, to purchase and maintain insurance to indemnify its Directors or Officers, and to indemnify the Board for any obligation which it incurs as a result of indemnification of Directors or Officers.

ARTICLE IX – AMENDMENTS

These by-laws may be amended or repealed at the annual meeting of members or any meeting of the Board provided that quorum is achieved and further provided that written notice of the proposed amendment or repeal has been sent to each voting member or Director of the Corporation, as the case may be, at least five (5) days in advance of the date set for the meeting.

Any such amendment or repeal of the by-laws at the annual meeting of members shall be upon the affirmative vote of three-quarters of the members entitled to vote in the election of Directors who are present in person or by proxy at such annual meeting. Any such amendment or repeal of the by-laws at a meeting of the Board shall be upon the affirmative vote of three-quarters of the Directors eligible to vote at such meeting.

Any by-law adopted by the members may be amended or repealed by the Board and any by-law adopted by the Board may be amended or repealed by the members.