Compare for yourself:
The ASL Constitution vs. the board's "Amended and Restated" proposal.

(Also see: The September 30th By-laws presentation on YouTube.)

At the October Members' meeting, a League Member observed to the board the League Constitution has served the League well for all these years and "to make changes in this sweep is not very comfortable to me personally as a Member. And I'm sure that I have a lot of company."

The board president responded that there "weren't wholesale changes to the Constitution. In fact, if you look at what will change, right, there aren't many things that we did change. And some of the things that we had to change, we had to comply with certain New York state laws."

As a service to Members, ASL 2025 has prepared the following interactive table. Below "HIGHLIGHTS", is the full text of the League's Constitution and By-laws in the left-hand column. At right is the board's planned replacement. As a browsing aid, sub-section numbers and subtitles in RED CAPS are added.

We think that each League Member must review what the board has proposed, make your own judgement and vote accordingly on December 2nd.

NOTE: Each bold subhead below links to its corresponding By-law. Click the [TOP] link to return.


HIGHLIGHTS

Proposed changes to your Membership.
  1. League Members, you'll lose 75% of your voting power.
    Now you'll only vote once in 4 years for each board position. Instead of the Membership evaluating each board member's performance yearly, 4 long years will have to pass before you can vote in new board members with new ideas and vote out those who support misguided, wasteful or irresponsible policies.
  2. Art students, it'll take you at least a third longer to gain League Membership.
    The present requirement of 420 hours (3 months at 35 hours per week) of study required to become a League Member is increased to 560 hours (4 months at 35 hours per week)
  3. League Members, it'll take you 50% longer to gain Life Membership.
    The current 10-year League Membership requirement to acheive the treasured status of Life Membership is increased by 50% to 15 years.
  4. Aspiring Life Members, you'll loose a valuable perk: FREE.
    The hightly-valued Member perk of free membership will be eliminated and Life Members will be required to pay 50% of the standard membership fee.
  5. Unhappy Members: now you'll need to collect hundreds of signatures.
    In contrast to the Constitution's 15 Member requirement today, 10% of voting Members will be needed to call a special meeting to discuss a League issue. It will now take hundreds of signatures merely do what a president or 3 board members can do: Speak to other members in the gallery.


Proposed changes to the board president's power.
  1. Power over the League's endowment and expenditures.
    As one of the two core Finance Committee members, a president will have the hands-on authority over the League's assets, investments and expenditures and developing the annual budget. Today's League Constitution puts an arm's length separation between a president and treasurer, a wise -- if completely insufficient -- way to safeguard assets worth many millions of dollars.
  2. Power to personally authorize major contracts.
    No third-party notifications or second signatures are required. One person will have carte blanche and the League's multi-million dollar checkbook. No oversight will be required nor will there be any dollar limit on contract expenditures.
  3. Power to set salaries for -- or even fire -- all League employees.
    From the Executive Director down, every employee will be beholden to board and executive committee. This will perpetuate a corrupt quid pro quo that will lock the incumbent president in place indefinitely. With all staff members beholden to the president, he could never lose a board election.
  4. Power to remove "opposition" from the board.
    This change tosses aside the authority of the Membership in today's Constitution which says that the Board may "remove any Member except those elected by the League."
  5. Power to appoint replacements to fill vacated board posts.
    Board-packing has never been easier: "The Board shall have power to fill vacancies among the directors and officers elected by the Members, for the remainder of the unexpired term." Remember, board terms will last 4 years.
  6. Power over a 4-person team with full Board authority.
    As the chair of the newly-created 5-person Executive Committee that assumes the Board's authority when the Board is not meeting, the president will have the ability to set in motion pet projects of virtually any type or size or cost. Interestingly, these "Amended and Restated" By-laws require no one in the entire institution to be notified about such projects outside of the 5 individuals.
  7. Power to appoint the Treasurer and other key officers.
    The president will have sole power to appoint all officers, including the Treasurer but excluding the vice presidents. Note that the Treasurer's responsibilities will now extend -- in tandem with the President on the new "Finance Committee" -- over all the League's assets, budgets, receipts, expenses, valuable documents.
  8. Power to pick the lead internal and external auditors.
    Internal: The Audit Committee will oversee financial reporting and audits financials prepared by a president and his appointee, the Treasurer. External: Can you guess who picks the League's CPA / auditor?
  9. Power to select the heads of all board committees.
    From audits, to interest conflicts, to fund raising and to board nominations the president will choose all committee heads.
  10. Power to select the vote counters.
    The existing practice of hiring the same "interested" party, the League accountant, as an election vote tabulator is highly problematic. If we were actually "modernizing" as this board has claimed, why would we keep deficient procedures like this one? Vote ballots should be processed by alternating specialized firms whose only job is to ensure accurate, true results. Ballots counting by a party whose ongoing annual contract depends on re-electing incumbents raises too many conflict of interest questions.
  11. Power select the vote inspectors.
    A new meaningful and effective vote inspection process should also be written to replace today's rushed, improvised and undocumented inspection process.
  12. Power to selectively reinstate Members.
    The Board of Control may reinstate the dropped Member in its discretion.
  13. Power to selectively notify certain Members regarding key governance decisions.
    This new By-law will only require notifications, ballots, and other key communications to be sent just to the League Members willing or able to provide an e-mail address. This matters because it takes so little to lose your vote. Miss two Member meetings and you will be excluded from voting on major issues like real estate transactions.
  14. Power to act with minimal oversight.
    With over 4,000 Members, publishing official notices on the Web should be a mandatory requirement in the 21st century. Yet, meeting minutes of the Board actions will still only be posted in small type on a dark lobby bulletin board. Such one-time posts make it extremely difficult for the Membership to track past the last meeting what the board is doing in the Membership's name. Without an easily accessible record of Board actions online, oversight is virtually non-existant.
  15. Power to act with indemnity.
    In the event of legal action from employees, members or the public, the League will indemnify (absorb all the the legal fees) for the 15 directors and their respective benefactors.


Proposed changes to your vote.
  1. Incumbent Board's power to promote their opinions on all ballots.
    Board opinions may even include such statements as "Not voting equals a 'NO' vote!".
  2. Incumbent Board's power to change election rules at will.
    The Incumbent Board will have the power to change Board election rules whenever or however it suits the incumbent board's agenda. They will also decide what opposition content is "inapproprate".
  3. Power to coerce multiple Member approvals from a single vote.
    Why this is wrong? How this board came up with and then proposed a set of By-laws that fundamentally change every material aspect of the League's checks and balances offers a crystal clear example. And if, even after this proposal, this board still manages to get itself re-elected, the Membership must demand line-item approval of any By-law changes.
  4. Power to get measures passed with very little Member oversight and very few votes.
    A majority vote at any board or Members meeting is a legal approval. Only 8 members are needed for a board quorum. For the Executive Committee, which has the full powers of the board whenever the board isn't in session, the president and 1 other person would make a quorum and has the full board's power.
  5. Power to confiscate your right to select your own proxy.
    Proxy voting is a key voting right provided New York Not-For-Profit Corporation Law § 609. A proxy enables you to select someone you trust to cast your vote when you cannot personally attend a Member meeting. Although your "ballot shall have the legal effect of appointing the Secretary as proxy", you are prohibited from choosing your own proxy.
  6. Incumbent Board's power to determine ballot presentation
    Presentation: yet another tool to tip the scales in favor of incumbent candidates or "board-approved/recommended" proposals.


The Constitution
of the Art Students League of New York
The "Amended and Restated" Constitution
of the Art Students League of New York
ARTICLE I - NAME
This Society shall be called The Art Students' League of New York.
ARTICLE I NAME
This Society shall be called The Art Students League of New York (the "League").
ARTICLE III MEMBERS

This Society shall be composed of Artists and Students who intend to make Art a profession.

Members may be elected at the regular business meetings, on the recommendation of the Board of Control, by a three-fourths vote; and must qualify by signing the Constitution and paying the annual dues within thirty days.

Honorary members may be elected as provided in the By-Laws.
ARTICLE III MEMBERS

The League shall be composed of Artists and Students who intend to make Art a profession.

MEMBERSHIP REQUIREMENTS (A.III.a)
No students shall be admitted to membership, except persons admitted as honorary members, unless they shall have worked at least 560 hours in classes of the school in the five- year period prior to their nomination for membership.

INSTRUCTOR MEMBERS (A.III.b)
Instructors who have taught at the League for one summer or winter season may become members of the League, subject to the same conditions as student members, except that it shall not be necessary for instructors to have studied at the League.

LIFE MEMBERS (A.III.c)
Members of good standing for fifteen years may become life members with the same rights and privileges as Voting Members.

NEW MEMBER PROCESS (A.III.d)
New members shall be elected at any meeting of the League as follows: The candidate's name, address and email address (or other electronic address requested on such form) shall be submitted on a membership record form signed by the candidate, with the name of the member proposing him or her and of two members who endorse him or her, and shall then be placed in a book kept for that purpose, accessible to all members, and there remain for one month.

NEW MEMBER INSTRUCTIONS (A.III.e)
The membership record form shall provide the candidate with instructions for how to review the Constitution and By-Laws of the League, which may be posted on-line or available in the offices of the League.

BOARD INQUIRY OF NEW MEMBERS (A.III.f)
The Board of Control may make inquiry concerning the candidates proposed, and, if there is no objection by the Board of Control, the candidates' names shall be submitted to the next meeting of the League.

ELECTING NEW MEMBERS (A.III.g)
Candidates receiving three-fourths of the votes cast by members physically present at the meeting shall be declared elected and shall be duly notified by the Secretary.

NEW MEMBER DUES (A.III.h)
Members so elected must qualify by paying the annual dues within thirty days after being notified by the Secretary.

NEW MEMBERS; NO 1ST MEETING VOTE. (A.III.i)
Newly elected members shall not have the right to vote at the meeting at which they are elected to membership. Members taking classes shall be subject to all of the League's policies, procedures, rules and regulations applicable to students.

VOTING MEMBERS (A.III.j)
The League shall have two categories of members: (a) "Voting Members" who shall have the right to vote on all matters for which a member of the League is entitled to vote under these By-Laws; and

NON-VOTING MEMBERS (A.III.k)
(b) "Non-voting Members" who shall be members of the League for all other purposes but who shall not have the right to vote (by ballot, proxy or otherwise) on any other matter for which a member of the League is entitled to vote under these By-Laws.

Non-voting Members shall have all of the responsibilities of members of the League until any such member's resignation shall have been formally presented at a meeting of the League or until such member shall have been dropped from the League as set forth in Article VII below.

BOARD QUERY REGARDING MEMBER STATUS (A.III.l)
The Board of Control may conduct a query of its members from time to time by mail, email or other means to determine each member's desire to maintain active voting status.

Any member who does not respond affirmatively in writing or electronically to any such query within 60 days after the date of the query notice will be deemed to have elected to become, and shall thereupon become, a Non-voting Member.

LOSING MEMBER VOTING STATUS (A.III.m)
In addition, any Voting Member who has not voted in two successive League Member meetings will be automatically deemed to have elected to become a Non-voting Member, effective as of the day after the date of the second of such meetings.

REINSTATING VOTING STATUS (A.III.n)
Any Non-voting Member may reinstate his or her status as a Voting Member either:

(a) by voting at any meeting of members; or

(b) by submitting a written request for reinstatement to the Board at least 30 days before a meeting of members in which such member desires to vote. In either such event, such person shall thereupon become and be a Voting Member.

HONORARY MEMBERS (A.III.o)
Honorary members, with exemption from the annual membership dues, and with the same rights and privileges as Voting Members, may be elected at the Annual Meeting, on unanimous recommendation of the Board of Control by four-fifths of the votes cast by members physically present at the meeting, but the names of all candidates for honorary membership must be posted on the Bulletin Board of the League twenty days before being voted upon.

EQUAL OPPORTUNITY COMMITMENT (A.III.p)
The League is committed to fostering a diverse community of outstanding staff and students, as well as ensuring equal opportunity employment, and access to services, programs, and activities, without regard to an individual's race, color, national origin, religion, creed, age, disability, sex, gender identity, sexual orientation, familial status, pregnancy, predisposing genetic characteristics, military status, or domestic violence victim status.

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ARTICLE IV - OFFICERS
The officers of the League shall be a President, two Vice-Presidents, a Treasurer, a Corresponding Secretary, and a Recording Secretary; who, with such others are hereinafter provided for, shall constitute the Board of Control.
ARTICLE IV OFFICERS
OFFICER ELECTION OR APPOINTMENT (A.IV.a)
The officers of the League shall be elected or appointed from among the Voting Members and shall include a President, two Vice-Presidents, a Treasurer, a Secretary, and such other officers as shall be determined by the Board of Control.

PRESIDENT AND VPS ELECTED YEARLY (A.IV.b)
The President and the two Vice-Presidents shall be elected or re-elected by plurality vote at the Annual Meeting.

OFFICERS APPOINTED BY PRESIDENT (A.IV.c)
The other officers shall be appointed by the President.

1-YEAR OFFICER SERVICE TERM (A.IV.d)
Each officer shall serve for one year or until a successor shall have been elected or appointed.

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ARTICLE V - GOVERNMENT
The League shall be governed by a Board of Control, which shall have the entire direction and management of all the concerns of the Society during its term of office, and shall be responsible to the League for the maintenance of its schools and for the advancement of the objects of the Society. It shall be composed of twelve officers, one-third of whom shall be students actually at work in the school. It shall hold office for one year, or until the organization of the new Board is completed, and shall be elected in the following manner:

At the Annual Meeting, the League shall elect a President, a Vice-President who shall be nominated by the men, a Vice-President who shall be nominated by the women, and three others.

Of the six chosen at least three, not including the President, shall be selected from the retiring Board of Control.

The six members so elected shall organize within ten days, and proceed to elect six others, and shall appoint a Treasurer, a Corresponding Secretary and a Recording Secretary.

The Board shall have power to fill all vacancies that may occur in its number and to remove any member except those elected by the League.

Members of the Board of Control shall not receive any remuneration from the Society for their services, nor shall they be eligible for any salaried office in the League.
ARTICLE V GOVERNMENT

MUST BE VOTING MEMBER, BOARD'S GOVERNANCE ROLE (A.V.a)
The League shall be governed by a Board of Control elected from among the Voting Members, which shall have the entire direction and management of all the concerns of the League during its term of office, and shall be responsible to the League for the maintenance of its school and for the advancement of the objects of the League.

15 BOARD DIRECTORS (A.V.b)
It shall be composed of fifteen directors, one-third of whom shall be students actually at work in the school at the time of their election. The President and the two Vice-Presidents of the League shall serve, ex officio, as directors entitled to vote.

4-YEAR TERM FOR DIRECTORS (A.V.c)
The twelve elected directors, shall be divided into four equal classes with four-year terms staggered to ensure continuity in the Board of Control; provided that no such director may serve for more than two consecutive terms. After a lapse of one year, such person shall again be eligible to serve as a director.

FILLING EXPIRING DIRECTOR TERMS (A.V.d)
Directors shall be elected or re-elected to fill expiring terms by plurality vote at the Annual Meeting as set forth in Article VII below.

Each four-year term shall begin at the Annual Meeting at which the directors of that class are elected and end at the conclusion of the Annual Meeting four years thereafter.

BOARD'S POWER TO FILL BOARD VACANCIES (A.V.e)
The Board shall have power to fill vacancies among the directors and officers elected by the Members, for the remainder of the unexpired term, provided that the Board shall select a sitting director to fill any vacancy in the office of President; and

BOARD'S POWER TO REMOVE DIRECTORS (A.V.f)
the Board shall have the power to remove any member, director or officer as set forth in the By-Laws.

DIRECTORS AND OFFICERS; NO REMUNERATION (A.V.g)
The directors and officers shall not receive any remuneration from the League for their services, nor shall they be eligible for any salaried office in the League.

BOARD'S POWER OVER PAID PERSONNEL (A.V.h)
A salaried Executive Director and other personnel may serve at the discretion of the Board of Control to supervise the affairs of the League as directed by the Board of Control with such powers and duties as the Board may prescribe.

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ARTICLE VI - DUES
All dues shall be fixed and established by the Board of Control.
ARTICLE VI DUES
All fees and dues shall be fixed and established by the Board of Control as set forth in the By-Laws.

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ARTICLE VII - MEETINGS
There shall be an Annual Meeting of the League held in the month of December, for the election of Officers for the ensuing year; and such other meetings as may be provided for in the By-Laws. One hundred of the active members shall constitute a quorum at the Annual Meeting and at all Special Meetings of the League. (As Amended December 4, 1963)
ARTICLE VII MEETINGS
There shall be an Annual Meeting of the League held in the month of December, for the election of directors and officers; and such other meetings as may be provided for in the By-Laws.
ARTICLE VIII - SCHOOLS
The Board of Control shall maintain schools or classes for study from the Nude and from the Antique. It may establish or discontinue, at its discretion, classes for study from the Head, in Composition, Perspective, Anatomy, or any other branch that may be included in a regular academic course of art study.
ARTICLE VIII SCHOOLS
The Board of Control shall maintain schools or classes for study from the Nude and from the Antique. It may establish or discontinue, at its discretion, classes for study from the Head, in Composition, Perspective, Anatomy, or any other branch that may be included in a regular academic course of art study.

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ARTICLE IX - EXPULSION
The Board of Control shall have the power to suspend or expel a member of the League, as provided in the By-Laws, and all interest in the property of the Society of persons resigning, or otherwise ceasing to be members, shall vest in the League.
ARTICLE IX EXPULSION
The Board of Control shall have the power to suspend or expel a member of the League, as provided in the By-Laws, and all interest in the property of the League of persons resigning, or otherwise ceasing to be members, shall vest in the League.

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ARTICLE X - AMENDMENTS
This Constitution shall not be altered or amended, except at the Annual Meeting.

All proposed amendments must be submitted to the Board of Control and be posted on the bulletin of the League one month prior to being acted upon; and no amendment shall be adopted unless by vote of three-fourths of the members personally present forming a quorum.
ARTICLE X AMENDMENTS
This Constitution shall not be altered or amended, except at the Annual Meeting. All proposed amendments must be submitted to the Board of Control not less than six weeks prior to the date of such meeting and posted by the Board on the Bulletin Board of the League not less than four weeks prior to the date of such meeting; and no amendment shall be adopted unless by vote of three-fourths of the members present forming a quorum.

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The By-laws
of the Art Students League of New York
The "Amended and Restated" By-laws
of the Art Students League of New York
BY-LAWS - I - MEMBERS
Members shall be elected as follows: The candidate's name and address, with the name of the member proposing him or her and of two members who endorse him or her, shall be placed in a book kept for that purpose, accessible to all members, and there remain for one month.

The Board of Control shall make diligent inquiry concerning the candidates proposed, and, if deemed eligible, their names shall be submitted to the next Business Meeting of the League.

Candidates receiving three-fourths of the votes cast shall be declared elected and shall be duly notified by the Corresponding Secretary, who shall at the same time transmit to them a copy of the Constitution and By-Laws.

All, except honorary members, must qualify, by payment of dues and signing the Constitution within thirty days after their election.

No persons shall be admitted to membership, except as honorary members, unless they shall have worked at least three months in the League in one of the regular classes or one school year in a class once a week.

Students who have worked for at least three months in any other than a Life Class of the League may, upon unanimous vote of the Board, be considered as candidates for membership.

Members of good standing for ten years may become life members, with exemption from annual dues, and with the same rights and privileges as active members.

Honorary Members, with the same rights and privileges as other members, may be elected at the Annual Meeting, on unanimous recommendation of the Board of Control, by a four-fifths vote, but the names of all candidates for honorary membership must be posted on the bulletin twenty days before being voted upon.
I MEMBERS
The membership of the League shall be as provided in the Constitution.

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II - OFFICERS
The officers of the League shall be a President, two Vice-Presidents, a Treasurer, and eight others, all of whom shall be members of the Board of Control.
II OFFICERS
The officers of the League shall be as set forth in the Constitution.

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III - PRESIDENT
It shall be the duty of the President to preside at all meetings of the League and of the Board of Control, to sign all warrants upon the Treasurer, to appoint all committees not otherwise provided for, to call special meetings of the Board and to exercise a general executive superintendence over the interests of the League. He shall be ex-officio a member of all committees. He shall present at the Annual Meeting an address, giving a general statement of the condition of the League, and propose such measures as in his opinion are requisite for its welfare and prosperity.
III PRESIDENT
PRESIDING OVER MEMBER MEETINGS (B.III.a)
It shall be the duty of the President to preside at all meetings of the League and of the Board of Control,

POWER TO APPOINT, CALL MEETINGS AND SUPERVISE (B.III.b)
to appoint all committees not otherwise provided for, to call Special Meetings of the Board and to exercise a general executive superintendence over the interests of the League.

POWER TO SIGN CONTRACTS (B.III.c)
The President shall have the power to sign contracts on behalf of the Corporation.

POWER TO VOTE ON ALL COMMITTEES (B.III.d)
The President shall be ex officio a voting member and Chair of the Executive Committee and a voting member of all other committees except the Audit Committee.

ANNUAL MEETINGS; ADDRESS, PROPOSALS (B.III.e)
The President shall present at the Annual Meeting an address giving a general statement of the condition of the League, and may propose such measures as in his or her opinion are requisite for its welfare and prosperity.

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IV - VICE-PRESIDENT
In the absence of the President, either Vice-President may take his place and discharge his duties; but in case of the death, resignation, or disability of the President or either of the Vice-Presidents, a general meeting of the League shall be called within thirty days thereafter, if between October and June, for the purpose of electing a successor. Both Vice-Presidents shall be ex-officio members of all committees.
IV VICE-PRESIDENTS
In the absence of the President, either Vice-President may take his or her place and discharge his or her duties; but in case of the death, resignation, or disability of the President during the period January to June, special meetings of the League shall be called within thirty days thereafter for the purpose of nominating and electing a successor pursuant to a process similar to the nomination and election process set forth in Article XI.

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"V - TREASURER

It shall be the duty of the Treasurer to receive all moneys, and to pay out the same on warrants signed by the President, such warrants being his vouchers in accounting for the funds of the League; but he shall not pay out on any single warrant over fifty dollars without the special authority of the Board of Control.

He shall have charge of all the funds and securities of the Society, and deposit the same in such institution as the Board of Control shall from time to time direct.

He shall keep an accurate account of all receipts and expenditures, and shall, at each regular meeting of the Board of Control, present a statement of the same, and shall prepare a detailed report of the receipts and expenditures of the past year, to be submitted at the Annual Meeting.

He shall attend to the collection of all dues, and shall make such payments as shall be ordered by the Board of Control.

He shall give bonds, with one surety, for the faithful performance of his duties, in such amount as the Board of Control may require.

His books shall at all times be open to the inspection of the President and the Board of Control.
V TREASURER

TRESURER DUTIES; ASSETS, BUDGETS, RECEIPTS, EXPENSES, VALUABLE DOCUMENTS (B.V.a)
It shall be the duty of the Treasurer to exercise superintendence over the League's assets, investments and annual budget, to cause to be kept full and accurate accounts of all receipts and disbursements, and to cause to be deposited all moneys, evidences of indebtedness and other valuable documents of the Corporation in the name and to the credit of the Corporation in such banks or depositories as the Board of Control may from time to time direct.

BOARD AND MEMBERS' MEETING REPORTS (B.V.b)
The Treasurer shall at each regular meeting of the Board of Control present a statement of the League's finances, and shall cause to be prepared a detailed report of the same to be submitted at the Annual Meeting.

CHAIR OF FINANCE COMMITTEE (B.V.c)
The Treasurer shall be ex officio a voting member and Chair of the Finance Committee.

The books and records of the League shall at all times be open to the inspection of the President and the Board of Control.

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VI - CORRESPONDING SECRETARY

The Corresponding Secretary shall receive and answer all communications addressed to the League, send notices of its business and special meetings, conduct all its correspondence, and perform such other duties as appertain to his office; and shall, in the absence of the Recording Secretary, discharge the duties of that officer.
VII RECORDING SECRETARY

The Recording Secretary shall keep a faithful record of the proceedings of all meetings of the League, and of the Board of Control; he shall keep a roll of the members, the common seal, and preserve all records, documents, reports, minutes, and archives of the League; and in the absence of the Corresponding Secretary he shall discharge the duties of that officer.
"VI SECRETARY

SECRETARY DUTIES; MEETING MINUTES, MEMBER RECORDS, MEMBER NOTICES AND CORRESPONDANCE.
The Secretary shall keep a faithful record of the proceedings of all meetings of the League, and of the Board of Control; shall keep a roll of the members, the common seal, preserve all records, documents, reports, minutes, and archives of the League; send notices of league business and special meetings; and perform such other duties as appertain to this office.

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VIII FEES AND DUES
The Board of Control shall establish an annual fee for membership, and such dues in the several classes as it deems requisite.

The names of members who do not pay the annual membership fees or class dues within three months from the time the same are due, shall after due notice be placed on a retired list, and such members shall not be entitled to any privileges of membership until the said fees or class dues be paid; but

the names may be replaced on the list of active members at any time within one year, upon payment of the fees or dues.

All members whose names shall have been on the retired list for one year, shall be dropped from the Society.

But no one shall be relieved from the responsibility of membership until his resignation shall have been formally presented at a regular meeting of the Society, or until his name shall have been dropped.

The membership fee of members who leave the United States for the purpose of study shall be remitted during such absence, and they shall be considered as non-resident members.

Members whose class dues are thirty days in arrears may be required to give the Treasurer security for their payment.

The Board of Control may, at its discretion, relieve any student from the payment of class dues for a limited time.
VII FEES AND DUES
The Board of Control shall establish annual dues for membership, and such fees, tuition and other charges as it deems requisite.

LIFE MEMBERSHIP IN 15 YEARS, 50% ANNUAL DUES (B.VII.a)
All members, Voting and Non-voting, shall pay the annual membership dues; except that from and after the end of their 15th year of membership, members who became or become life members shall pay only fifty percent (50%) of the annual membership dues amount.

3 MONTH NON-PAYMENT GRACE (B.VII.b)
All members who do not pay their annual membership dues or other charges within three months from the time the same are due shall no longer be considered members in good standing and,

after due notice, shall be placed on a retired list, and such members shall not be entitled to any privileges of membership until the said dues or class fees be paid; but

the names may be replaced on the list of Voting Members at any time within one year of being placed on the retired list, upon payment of the dues or fees.

MEMBERS DROPPED AFTER 1 YEAR OF NON-PAYMENT (B.VII.c)
All members whose names shall have been on the retired list for one year, shall be dropped from the League.

But no one shall be relieved from the responsibility of membership until his or her resignation shall have been formally presented at a regular meeting of the League, or until his or her name shall have been dropped.

The Board of Control may, at its discretion, relieve any student from the payment of class fees for a limited time.

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IX GRIEVANCES
The Board of Control shall investigate and redress all grievances of members which shall be submitted to t in writing.
VIII GRIEVANCES
The Board of Control shall investigate and redress all grievances of members which shall be submitted to it in writing.
XI MEETINGS
The Annual Meeting of the League shall be held on the evening of the first Wednesday in December at eight o'clock.

There shall be three business meetings of the League each year, which shall convene on the evening of the first Wednesday in November and the third Wednesday in January and April, unless otherwise ordered by the Board of Control.

All nominations of the three elective officers and the three elective members of the Board of Control shall be made at the November meeting.

Nominations shall be closed at the termination of this meeting and no further nominations made.

The Board of Control may call Special Meetings of the League at any time. The Board of Control shall meet at least once in each month, from October to May, for the transaction of business.

Absence on the part of any member of the Board of Control from three consecutive meetings thereof, without satisfactory reasons being submitted to the Board, shall be considered a resignation therefrom.

The President or any three officers may call a Special Meeting of the Board of Control at any time.

A Special Meeting of the members of the League may be called at any time, due notice of the meeting and the object for which it is called being posted on the Bulletin Board of the League two weeks prior to the date of the meeting and signed by fifteen members. (As Amended October 20, 1965)
X MEETINGS
ANNUAL MEETING, FIRST WEDNESDAY IN DECEMBER (B.X.a)
The Annual Meeting of the League shall be held on the evening of the first Wednesday in December at eight o'clock.

2 BUSINESS MEETINGS PER YEAR (B.X.b)
There shall be two business meetings of the League each year, which shall convene on the evening of the first Wednesday in October and the third Wednesday in April, unless otherwise ordered by the Board of Control.

10% OF VOTING MEMBERS REQUIRED TO CALL SPECIAL MEETING (B.X.c)
A Special Meeting of the League may be called at any time by the Board of Control or by the signed request to the Board by ten percent (10%) of the Voting Members.

Due notice of the meeting and the purpose for which it is called shall be posted by the Board on the Bulletin Board of the League two weeks prior to the date of the meeting.

BOARD MEETINGS HELD MONTHLY, EXCEPT JULY AND AUGUST (B.X.d)
The Board of Control shall meet in person at least once in each month, from September to June, for the transaction of business.

PRESIDENT OR 3 DIRECTORS' POWER TO CALL SPECIAL MEETINGS (B.X.e)
The President or any three directors may call a Special Meeting of the Board of Control at any time.

OFFICIAL NOTICES POSTED VIA BULLETIN BOARD (B.X.f)
The Board shall maintain a Bulletin Board for the posting of official notices as provided in the Constitution and By-Laws.

BOARD MINUTES POSTED VIA BULLETIN BOARD (B.X.g)
The minutes, or a summary of the minutes, of each meeting of the Board of Control shall be posted on the Bulletin Board in the League for a period of at least one week following such meeting and this record shall be called the League Board report.

DIRECTOR'S ABSENCE FROM 3 MEETINGS CONSIDERED EQUAL TO RESIGNATION (B.X.h)
Absence on the part of any director from three consecutive meetings of the Board of Control, without satisfactory reasons being submitted to the Board, shall be considered a resignation from the Board and such position shall be filled by the Board of Control for the remainder of the applicable term.

MAJORITY OF PRESENT DIRECTORS CARRIES AUTHORITY OF WHOLE BOARD (B.X.i)
Except as otherwise required in the Constitution or By-Laws, the vote of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board of Control.

BOARD MEETING PARTICIPATION VIA PHONE (B.X.j)
Any director who is not physically present at a meeting of the Board of Control, or any committee, may participate by means of a conference telephone or similar communications equipment or, at the option of the Board, by electronic video screen communication.

PHONE PARTICIPATION EQUAL TO MEETING PRESENCE (B.X.k)
Participation by such means shall constitute presence at a meeting as long as all persons participating in the meeting can hear each other at the same time and participate in all matters before the Board.

LEGAL CONSENT TO BOARD ACTS VIA ELECTRONIC MEANS (B.X.l)
Any action required or permitted to be taken by the Board of Control, or by any committee, may be taken without a meeting if all members of the Board or such committee consent in writing or electronically to the adoption of a resolution authorizing such action.

The resolution and the written or electronic consents shall be filed with the minutes of the proceedings of the Board of Control.

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XII ANNUAL ELECTION
At the Annual Meeting of the League, after the President's address and the report of the Treasurer, the President shall appoint three inspectors of Election from members not on the Board of Control, to receive and count the votes.

All voting shall be done by ballot, a majority vote to elect; the Inspectors in every case to count the votes and announce the result without retiring.

If no candidate shall have received a majority, another vote shall be taken, and the balloting proceed until a result be reached.
XI MEMBER VOTES; ANNUAL ELECTION
PRESIDENT SELECTS VOTE INSPECTORS (B.XI.a)
At each meeting of the League at which a vote will be taken, the President shall appoint three inspectors from the Voting Members not on the Board of Control, to receive and count the votes.

ALL VOTES SHALL BE CAST BY BALLOT (B.XI.b)
Except for votes specified in the Constitution or By-Laws as votes by the members physically present at the meeting, all votes shall be by ballot cast in person or in absentia in accordance with the provisions set forth in this Article XI.

SECRETARY AUTOMATICALLY APPOINTED EACH MEMBER'S PROXY IN VOTE CASTING (B.XI.a)
Each ballot shall have the legal effect of appointing the Secretary as proxy to cast the vote exactly as indicated on the ballot by the member.

Every proxy shall be revocable at the pleasure of the member executing it, except as otherwise provided by law.

MAIL-IN BALLOTS COUNT TOWARD QUORUM (B.XI.d)
Members voting by ballot shall be counted toward a quorum and as present at the meeting, but shall not be entitled to vote on matters specified in the Constitution or By-Laws as votes by the members physically present at the meeting.

EXCEPT FOR BALLOT VOTES, NO VOTES SHALL BE CAST BY PROXY (B.XI.a)
Except for ballot votes, no votes shall be cast by proxy.

BOARD NOMINATIONS AT OCTOBER MEETING (B.XI.f)
Nominations for election or re-election of officers and directors shall be made at the October Business Meeting of the League.

At the termination of this meeting, each candidate may be nominated for only one position.

The nomination period shall be closed at the termination of this meeting and no further nominations made.

CANDIDATES' CONFLICT OF INTEREST STATEMENTS (B.XI.g)
Prior to the Annual Meeting, each candidate shall complete, sign and submit to the Secretary a conflict of interest statement in such form as may be adopted by the Board of Control from time to time.

VOTING ON MATTERS, 4-WEEK ADVANCE NOTICE (B.XI.h)
At least four weeks prior to any meeting, the Board of Control shall cause to be prepared and provided to all of the Voting Members a ballot listing each matter proposed for a vote at the meeting, with a statement explaining the proposal and the Board's recommendation.

BOARD ELECTION BALLOTS, RE-ELECTION BOARD CANDIDATES, 50 WORD STATEMENT (B.XI.i)
Ballots for the Annual Meeting shall list all of the nominees seeking election at the Meeting, identify any nominees who are proposed for re-election, and include a statement of not more than 50 words in length if submitted by the nominee for such purpose.

BOARDS POWER TO COMBINE ELECTION BALLOTS WITH BALLOTS FOR OTHER MATTERS (B.XI.j)
The ballot for elections may be combined with the ballot for other matters proposed for a vote at the Annual Meeting.

BALLOTS BY ELECTRONIC MEANS (B.XI.k)
Ballots may be provided and voted by electronic means, provided that any member may make a request to the Board of Control to receive and return the ballot by regular mail.

BOARD POWER TO ENDORSE ITS PREFERENCES ON VOTING BALLOTS (B.XI.l)
The Board of Control may indicate on the ballot the Board's recommendation as to election or re-election of certain candidates or other proposed action.

BOARD POWER TO DETERMINE BALLOT FORM (B.XI.m)
Ballots shall otherwise be in such form and include such provisions as may be approved by the Board of Control.

PROHIBITION OF SPENDING LEAGUE FUNDS ON BOARD ELECTIONEERING (B.XI.n)
There shall be no electioneering, solicitation or any action favoring any candidate during the electoral process by any employee of the League and the Board of Control is expressly prohibited from expending any League funds for the purpose of promoting the candidacy of any person, except as expressly contemplated in the League's Constitution and By-Laws.

SPECIAL ELECTIONEERING BULLETIN BOARD (B.XI.o)
The Board shall provide a special electioneering bulletin board (separate from the official Bulletin Board of the League) for the posting of statements and information by the Board or any Member about nominees seeking election or any other matter proposed for a vote at a meeting of the Members and no such materials shall be posted elsewhere on or in League property.

BOARD POWER TO MAKE AD HOC ELECTIONEERING RULES AND DEFINE "INAPPROPRATE" CONTENT (B.XI.p)
The Board of Control may make rules from time to time governing electioneering activities and materials on League property, including rules governing the size of materials to be posted on the special bulletin board, and may remove materials containing offensive or inappropriate content.

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XIII ORDER OF BUSINESS

At the Annual Meeting of the League, the Order of Business shall be as follows:
I. Calling of the Roll.
II. Reading of the Minutes of the last Annual Meeting, and of the last Business meeting.
III. Address of the President.
IV. Reports of Treasurer and Auditors.
V. Appointment of Inspectors of Election.
VI. Election of Officers.
VII. Election of Members.
VIII. Miscellaneous Business.

At each Business Meeting:
I. Reading of Minutes.
II. Election of Members.
III. Deferred Business.
IV. New Business.

Board of Control Meeting:
I. Reading of Minutes.
II. Report of Treasurer.
III. Consideration of Candidates for Membership.
IV. Deferred Business.
V. New Business. The order of business may be changed by a three-fourths vote of the members present.
XII ORDER OF BUSINESS
ANNUAL MEETINGS ORDER OF BUSINESS (B.XII.a)
At the Annual Meeting of the League, the Order of Business shall be as follows:
I. Calling of the Roll.
II. Reading of the Minutes of the last Annual Meeting, and of the last Business Meeting.
III. Address of the President.
IV. Reports of Treasurer and Auditors.
V. Appointment of Inspectors of Election and Voting.
VI. Election of Officers and Directors.
VII. Election of Members. VIII.
Miscellaneous Business.

MEMBER BUSINESS MEETINGS ORDER OF BUSINESS (B.XII.b)
At each Business Meeting:
I. Reading of Minutes.
II. Appointment of Inspectors of Voting.
III. Election of Members.
IV. Deferred Business.
V. New Business.

BOARD MEETINGS ORDER OF BUSINESS (B.XII.c)
Board of Control Meeting:
I. Reading of Minutes.
II. Report of Treasurer.
III. Consideration of Candidates for Membership.
IV. Deferred Business.
V. New Business.

THREE-QUARTERS VOTE TO CHANGE ORDER OF BUSINESS (B.XII.d)
The order of business may be changed by a three-fourths vote of the members physically present at the meeting.

SPECIAL MEMBER VOTES, 6-WEEK NOTICE REQUIRED (B.XII.e)
Notwithstanding anything to the contrary contained herein, no matter may be put to a vote of the members at any meeting unless such matter has been submitted to the Board of Control not less than six weeks prior to the date of such meeting, has been posted by the Board on the Bulletin Board of the League not less than four weeks prior to the date of such meeting and has been included on a ballot provided to the Voting Members as set forth in Article XI above.

The preceding sentence shall not apply to the election of officers and directors or to the adjournment of the meeting.

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XIV QUORUM
Twenty active members shall constitute a quorum at the stated meetings, except the Annual Meeting.

A majority of the Board of Control shall constitute a quorum at all meetings.

The Chairman and one member shall constitute a quorum of all committees.
XIII QUORUM
ANNUAL AND SPECIAL MEETINGS QUORUM, 100 MEMBERS (B.XIII.a)
One hundred of the Voting Members shall constitute a quorum at the Annual Meeting and at all Special Meetings of the League.

BUSINESS MEETING QUORUM, 20 MEMBERS (B.XIII.b)
Twenty Voting Members shall constitute a quorum at all Business Meetings of the League.

MEMBER BALLOTS COUNTED TOWARD QUORUM (B.XIII.c)
Members voting by ballot shall be counted toward a quorum as if they were present at the meeting.

BOARD OF CONTROL QUORUM, 8 BOARD MEMBERS (B.XIII.d)
A majority of the Board of Control shall constitute a quorum at all meetings of the Board of Control.

COMMITTEE QUORUM: CHAIR PLUS ONE (B.XIII.e)
The Chair and one member shall constitute a quorum of all committees.

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XVI ENTERTAINMENT
An Entertainment Committee shall be provided composed of the Committee on Entertainment from the Board of Control, one member and a chairman elected by Fall Members' Meeting, for a term of one year, and such members and students as the Committee shall from time to time choose to serve temporarily; That this committee shall inaugurate a program of dances, tea dances, receptions, etc. It may suggest functions to the Exhibition Committee or other Committees or Board, or it may be requested by the Board or other Committees to give functions in connection with exhibitions, meetings, etc.
XV COMMITTEES
FOUR "COMMITTEES OF THE BOARD" (B.XV.a)
There shall be four committees of the Board with members who are all directors: Executive, Finance, Audit and Conflicts/Whistleblower.

TWO "COMMITTEES OF THE LEAGUE" (B.XV.a.1)
There shall be two committees of the League with members who are directors, members or any other person: Development and Nominating (Board Search).

POWER TO CREATE COMMITTEES BY RESOLUTION (B.XV.a.2)
The Board of Control may form other committees by resolution, each consisting of three or more members (including the President serving ex officio).

POWER TO DEFINE COMMITTEE AUTHORITIES (B.XV.a.3)
Each committee shall have authority only to the extent provided by the Board and otherwise as permitted by law.

Any committee with one or more members who are not directors shall not be authorized to act on behalf of the Board of Control.

Committees of the Board

5-PERSON EXECUTIVE COMMITTEE HAS ALL POWERS OF BOARD (B.XV.b)
The Executive Committee shall consist of the President, the two Vice-Presidents, and two other directors elected by the Board of Control.

The President shall serve as Chair.

The Executive Committee shall have and may exercise all the powers of the Board of Control, to the extent permitted by law, when the Board is not in session.

AUTHORITY TO REVIEW ALL STAFFING POLICIES (B.XV.c)
The Executive Committee shall periodically review staff, salary scale and structure, the personnel manual, pension plans and insurance policies.

FINANCE COMMITTEE OVERSEES ASSETS, INVESTMENTS, EXPENDITURES AND ANNUAL BUDGET (B.XV.d)
The Finance Committee shall consist of the President and the Treasurer serving ex officio and at least one other director elected by the Board of Control. The Treasurer shall serve as Chair.

The Finance Committee shall assist the Treasurer in providing oversight of the League's assets, investments and expenditures and developing the annual budget, which remains subject to Board approval.

AUDIT COMMITTEE OVERSEES FINANCIAL REPORTING AND AUDITS FINANCIALS (B.XV.e)
The Audit Committee shall consist of three "independent directors" (as defined under the New York Not-for-Profit Corporation Law) elected by the Board of Control, which, on the recommendation of the President, shall designate one of such "independent directors" to serve as Chair.

The President and the Treasurer may not serve on the Audit Committee. The Audit Committee shall have oversight of the League's accounting and financial reporting processes and the audit of the League's financial statements in accordance with the Not-for-Profit Corporation Law.

WHITLEBLOWER COMMITTEE, OVERSEES CONFLICTS AND WHISTLEBLOWER COMPLAINTS (B.XV.f)
The Conflicts/Whistleblower Committee shall consist of three "independent directors" (as defined under the New York Not-for-Profit Corporation Law) elected by the Board of Control, which, on the recommendation of the President, shall designate one of such "independent directors" to serve as Chair.

If the President is an "independent director" the President shall be ex officio one of the three members of the Conflicts/Whistleblower Committee.

The Conflicts/Whistleblower Committee shall have oversight of the League's conflict of interest policy and whistleblower policy in accordance with the Not-for-Profit Corporation Law.

Committees of the Corporation

DEVELOPMENT COMMITTEE, OVERSEES FUNDRAISING, BEQEUSTS (B.XV.g)
The Development Committee shall consist of the President serving ex officio and at least two other members elected by the Board of Control, which, on the recommendation of the President, shall designate one of such members to serve as Chair.

The Development Committee shall oversee the League's fund raising activities, subject to Board approval, and shall advise on cultivation of donors and foundations, annual giving and benefits, and other projects which generate income for the League.

NOMINATING COMMITTEE, "SEARCHES" BOARD CANDIDATES (B.XV.h)
The Nominating Committee shall consist of the President serving ex officio and at least two other members elected by the Board of Control, which, on the recommendation of the President, shall designate one of such members to serve as Chair.

The Nominating Committee shall conduct an annual search for officer and director candidates, shall advise the Board on candidates nominated at the October meeting, and shall provide orientation for newly-elected officers and directors.

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"XVII REINSTATEMENT OF MEMBERS
Former members dropped for non-payment of dues may be reinstated as follows: Such former members shall make application to the Board of Control in writing.

They shall be duly notified by the Corresponding Secretary of the action taken by the Board of Control upon such application.

Former members whose applications are approved by the Board shall qualify by paying dues for the current year within thirty days and upon such payment shall have the rights and privileges equal only to those of newly elected and qualified members except that the preceding years of active membership shall be included in the ten year period required for Life Membership.
XVI REINSTATEMENT OF MEMBERS
MEMBER REINSTATEMENT SUBJECT TO BOARD DISCRETION (B.XVI.a) Former members dropped for non-payment may be reinstated by applying to the Board of Control in writing, which may reinstate the dropped member in its discretion.

The Secretary shall notify such dropped member of the action taken by the Board of Control upon such application.

MEMBER REINSTATEMENT PROCESS (B.XVI.b)
Former members whose applications are approved by the Board shall qualify by paying the membership fee and class dues for the current year within thirty days after being notified by the Secretary and upon such payment shall have the rights and privileges equal only to those of newly elected and qualified members except that the preceding years of membership shall be included in the fifteen-year period required for Life Membership.

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No. 18
The Minutes, or a summary of the Minutes, of each meeting of the Board of Control shall be posted in the League for a period of at least one week following such meeting and that this record shall be called the League Board report. (Adopted November 16, 1932)
No. 19 (Repealed October 20, 1965)
No. 20
Newly elected members shall not have the right to vote at the meeting at which they are elected to membership. (Adopted November 16, 1932)
No. 21
Instructors who have taught at the League for one summer or winter season may become members of the League, subject to the same conditions as student members, except that it shall not be necessary for instructors to have studied at the League. (Adopted April 19, 1933)
No. 22
No member of the retiring Board of Control whose expiring period of service on the Board is three full consecutive years shall be eligible for re-election or to serve on the Board during the following year, except in the capacity of President. After a lapse of one full year such person shall again be eligible to serve on the Board of Control. (Adopted April 19, 1933)
No. 23
(Repealed November 16, 1960)

No. 24
(Repealed November 16, 1960)

No. 25
(Repealed November 16, 1960)
No. 26
A proxy to vote at a Member's Meeting must be submitted to the League for validation of the proxy-giver's signature at least seven days prior to the date of such Meeting. A proxy which has not been so submitted within such time or which has not been so validated shall not be voted. (Adopted October 20, 1965)
No. 27
The League admits the students of any race to all the rights, privileges, programs and activities generally accorded or made available to students at the school and the League does not discriminate on the basis of race in administration of its educational policies, admissions policies, scholarship and loan programs, and athletic and other school-administered programs. (Adopted April 21, 1976)
No. 28
RESOLVED, that Article XII of the By-laws of The Art Students League of New York be, and it hereby is, amended by deleting the last two paragraphs thereof and substituting the following in their place: "All votes shall be by ballot cast in person or in absentia in accordance with the provisions set forth in this Article XII. No votes shall be cast by proxy. Candidates shall be elected by plurality vote. At least four weeks prior to the Annual Meeting, the Board of Control shall cause to be prepared and mailed to all of the Members a ballot listing all of the nominees to be elected at the Meeting, identifying any nominees who are members of the retiring Board of Control, and including any statement of not more than 50 words in length which may have been submitted by the nominee for such purpose. The ballot shall otherwise be in such form and include such provisions as may be approved by the Board of Control. There shall be no electioneering, solicitation or any action favoring any candidate during the electoral process by any employee of the Association. The Board of Control is expressly prohibited from expending any League funds for the purpose of promoting the candidacy of any person except as expressly contemplated in the League's Constitution and By-laws." (Adopted November 1, 2000).
No. 29
RESOLVED, that Article XIII of the By-laws be amended by adding the following paragraph to the end thereof: "Notwithstanding anything to the contrary contained herein, no matter may be put to a vote of the members at any meeting unless such matter has been submitted to the Board and has been posted on the bulletin not less than four weeks prior to the date of such meeting. The preceding sentence shall not apply to matters relating to the procedures to be followed at the meeting or any adjournment thereof." (Adopted November 1, 2000).
No. 30
1. The Corporation shall have two categories of Members: (a) "Active Members," who shall have the right to vote on all matters for which a Member of the Corporation is entitled to vote under these By-laws; and (b) "Inactive Members," who shall be Members of the Corporation for all other purposes but who shall not have the right to vote on any other matter for which a Member of the Corporation is entitled to vote under these By-laws.

2. The Board may conduct a query of its Members from time to time by mail or other means to determine each Member's desire to maintain active voting status.

Any Member who does not respond affirmatively in writing to any such query within 60 days of the date of the query notice will be deemed to have elected to become, and shall thereupon become, an Inactive Member.

In addition, any Active Member who has not voted in two successive League Member meetings (beginning with the next such Meeting after the date of adoption of this Amendment No. 30) will be automatically deemed to have elected to become an Inactive Member, effective as of the day after the date of the second of such Meetings.

3. Any Inactive Member may reinstate his or her status as an Active Member either: (a) by voting at any meeting of Members; or (b) by submitting a written request for reinstatement to the Board at least 30 days before a meeting of Members in which such Member desires to vote. In either such event, such person shall thereupon become and be an Active Member, subject to paragraph 2 above. (Adopted April 25, 2001)
No. 31.
The Board of Control shall take no action to sell, lease, mortgage, or dispose of the Building or any interest therein (including development or other rights associated with the ownership of the Building) unless and until:

(a) the proposed action has been approved by two successive Boards of Control (that is, by the Board as constituted at the time of the first such approval and by the Board as reconstituted after the next annual election of the Board); and

(b) the Board has thereafter submitted the proposed transaction to the Members, and a majority of Members entitled to vote (or such greater percentage of Members whose affirmative vote may be required by law from time to time) have approved the proposed transaction. (Adopted April 25, 2001)

XVII REAL ESTATE The Board of Control shall take no action to sell, lease, mortgage, or dispose of the Building or any interest therein (including development or other rights associated with the ownership of the Building) unless and until:

TWO BOARD APPROVAL OF REAL ESTATE TRANSACTIONS (B.XVII.a)
(a) the proposed action has been approved by two successive Boards of Control (that is, by the Board as constituted at the time of the first such approval and by the Board as reconstituted after the next annual election of the Board); and

NON-VOTING MEMBERS EXCLUDED FROM VOTING ON REAL ESTATE TRANSACTIONS (B.XVII.b)
(b) the Board has thereafter submitted the proposed transaction to the Voting Members, and a majority of Voting Members entitled to vote (or such greater percentage of Voting Members whose affirmative vote may be required by law from time to time) have approved the proposed transaction.

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"XVIII MISCELLANEOUS

INDEMNIFICATION OF ALL ASL OFFICERS, DIRECTORS AND THEIR BENEFACTORS (B.XVIII.a)
Indemnification.
The League shall, to the full extent permitted by the Not-for-Profit Corporation Law, as amended and as from time to time in effect, indemnify any person in respect of any action or proceeding based upon the fact that such person, his or her testator or intestate, is or was an officer or director of the League.

Electronic Communications.
NOTIFICATIONS ONLY REQUIRED TO VOTING MEMBERS WITH E-MAIL (B.XVIII.b)
Any notifications, ballots, membership records or other communications called for under the Constitution and By-Laws of the League may be given, accepted and retained by electronic methods designated by the Board of Control.

Notifications shall not be required to be provided to any Non-Voting Member, or to any Voting Member who has not provided a current electronic address to the League."

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MEMBER QUESTIONS REGARDING THE CONSTITUTION CHANGES AT THE OCTOBER 14, 2015 LEAGUE MEMBERS' MEETING

Member Question: I have a question about the constitutional changes. I'm just wondering. I don't know if it's possible, if it's the way the Constitution works, is it possible for the changes, there are so many changes, I think that a lot of people would like to vote for some of those in place, and update the nonprofit aspects up to current standards and I think that there are a lot of people who don't like some of them and is there some way for it to be possible for us to vote for the parts of the changes individually?

Board President: The board felt that it should be an up or down vote because we are going to vote for the constitutional amendments in December then, if the board is reelected, the bylaws will be voted on in April. Alright? We debated about this, about individual things, and the board decided that the constitution, the two parts were so integral, that the decision was made to doing up or down vote. [Unintelligable from the floor] Again? Let me finish please. There are 12 people on the board voting. Okay? Compromises have to be made. That's how the board voted.

Member Question: How can this happen, for us to vote for changes individually at this point? Is this possible?

Board President: I don't understand the question. You're going to vote in December -- Right? -- on the proposed amendments, at the year-end meeting. You must be present to vote.

Board member: Could you tell us specifically which issue in the constitutional changes that you disagree with, that is troubling you?

Member response: Actually, no, I don't care to tell you which parts I don't agree with. Many of us [unintelligable] Even if its not possible now, how would we put something like this in place for the future.

Board President: As I said, compromises were made, right? There were things some board members wanted to change, other board members didn't want to change, so it was a long discussion. But the way the amendments are, we're going to vote for the amendments in December and then the bylaws changes will take place in April. Thank you. [3:22]

[...] [4:34]

Board member: I just want to respond to the question about the Constitution. Many of the changes that we are being asked to vote on in December are so intertwined with each other that it's not really possible to present a menu. If you vote in "A" but then you don't vote in "C", "A" doesn't work. It became too complex to provide a menu of "Yes" on this and "No" on that. They are too interwoven with one another. So, that was a big part of that decision. 5:17

Member Question: I would just like to ask if there a way for us to [delay] a vote on the Constitution long enough for us to have a line item approval. To underline these pieces so that the wording would be presented to the membership in such a way that they could vote on what they believe is the correct thing. This Constitution has served the League well for all these years and to make changes in this sweep is not very comfortable to me personally as a member. And I'm sure that I have a lot of company. So, is there a way? [APPLAUSE]

Board President: Not really. The vote is set up for December. The vote is scheduled for December. There weren't wholesale changes to the Constitution. In fact, if you look at what will change, right, there aren't many things that we did change. And some of the things that we had to change, we had to comply with certain New York state laws. Now, let me finish, please. I didn't interrupt you. If you feel, right?, that you do not accept these changes or you have problems with them and you want to vote with a line item, the only thing I can tell you is you cast your vote to not make the changes and the process stops. Simple as that. If the amendments don't pass in December, there's no discussion about By-laws in April, the process stops there. 7:21 [Applause]

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