"It really puzzles me
to see Marijuana connected with
narcotics - dope and all that crap…it's a thousand times better than whiskey - it's an assistant - a friend."

- Louis Armstrong

BYLAWS OF THE NEW YORK CHAPTER OF THE NATIONAL ORGANIZATION FOR THE REFORM OF MARIJUANA LAWS (NEW YORK NORML)

DOWNLOADABLE - .DOC VERSION

(A Corporation Organized under the New York Not-For-Profit Corporations Law)
These By-Laws were enacted on July 30, 2002

ARTICLE I:  NAME

Section 1:  The name of the Corporation is the New York Chapter of the National Organization for the Reform of Marijuana Laws (NY NORML), hereinafter referred to as “the Corporation.”

ARTICLE II:  NATURE OF THE CORPORATION

Section 1.  Purposes and Activities.  This is a Type A Not-for-Profit corporation, the purpose for which is political, as well as educational and scientific.  It is the objective of the corporation to coordinating and facilitating education and information concerning marijuana laws, both those of New York state and the United States of America, and to introduce and shepherd legislation intended to change those laws.
   
ARTICLE III:  MEMBERSHIP

Section 1.  Members.  The members of this Corporation shall be persons who have paid for the current calendar year the membership fee established by the Corporation.  Any person who has not paid the membership fee for the current calendar year shall cease to be a member of the Corporation, regardless of whether or not he or she paid membership fees in prior years.

Section 2.  Purpose.  The purpose of membership is to further the aims and goals of the Corporation.
                   
ARTICLE IV:  BOARD OF DIRECTORS

Section 1.  Authority.  The property, affairs, business and activities of the Corporation shall be managed by the Board of Directors, which is responsible for overall policy, control and administration of the Corporation.

Section 2.  Number. The maximum number of members of the Board of Directors of the Corporation shall be twenty-five.

Section 3.  Election and Term of Office.  The Directors shall be elected by the members of the Board of the Corporation. The terms of the office of each Director shall be three (3) years and the terms shall be staggered so that the terms of one-third of the Directors expire each year.

Section 4.  Vacancies.  A vacancy existing by reason of the resignation, death, incapacity or removal of a Director before the expiration of his or her term shall be filled by designation of the remaining Directors, at a meeting of the Board though they be less than a quorum of the Board, or by a sole remaining Director.  Directors elected to fill vacant seats on the Board shall serve until the expiration of that term.

Section 5.  Resignation.  A Director may resign at any time by giving written notice of resignation to the Chair of the Board or the Secretary.  Any resignation shall take effect at the time received, unless another time is specified in such notice.  Unless specified in such notice, the acceptance of such resignation shall not be necessary to make it effective.

Section 6.  Chair of the Board.  The Board shall choose from among the Directors a Chair of the Board who shall, if present, preside at all meetings and who shall be responsible for calling at least two meetings of the Board annually, including the Annual meeting.

Section 7.  Committees of the Board. The Board of Directors may establish committees which shall include at least one member of the Board of Directors, except for the Executive Committee which shall consist of five members of the Board. The Board of Directors may make such provisions for appointment of members and chairs of such committees, establish procedures to govern their activities, and delegate thereto such authority and power as may be necessary for the efficient management of the property, affairs, business and activities of the Corporation.

The Executive Committee shall meet and function between board meetings with the full authority of the Board of Directors, except the Executive Committee shall not make any amendments to these bylaws.

Section 8.  Compensation.  The Board of Directors may by resolution provide for compensation of Directors at a per diem rate, for services as such, including attendance at meetings of the Board or any committees thereof and for reimbursement for actual expenses incurred in rendering such services.

Section 9.  Removal for Failure to Attend . If a Board member fails to attend, either in person on by telephone, three (3) consecutive Board meetings, the Board may by majority vote remove him or her and declare the seat vacant.

Section 10.  Removal Generally.  At a duly called and constituted meeting of the NY NORML Board of Directors a majority of those Directors present can remove any member of the Board of Directors for any cause which the majority deems appropriate.

ARTICLE V:  MEETINGS OF THE BOARD OF DIRECTORS

Section 1.  Place of Meetings.  The Board of Directors may hold its meetings at such places as the Board shall from time to time determine.
Section 2.  Annual Meeting.  There shall be an Annual meeting of the Board for the purpose of dealing with organizational matters, including the election of persons to fill any vacancies on the Board, making arrangements for the management of the affairs of the Corporation for the following year, and the choosing of the Chair of the Board and of officers, as well as for other such business as may be appropriate.

Section 3.  Mid-Year Meeting.  The Board of Directors shall hold a Mid-Year meeting each year at a time and place it shall designate, for the purpose of conducting such business as may be appropriate.

Section 4.  Special Meeting.  Special meetings of the Board of Directors shall be held whenever called by the Chair of the Board or by five (5) or more of the Directors.

Section 5.  Notice of Meeting and Waiver.  Notice of each meeting of the Board of Directors shall be given on or before the thirtieth (30) day before the meeting, by letter, telegram, or cable directed to each Director at his or her address last appearing on the records of the Corporation, except that notice of special meetings of the Board may be given in the same manner on or before the tenth (10) day before the meeting.  Notice of the time and place of any meeting of the Board of Directors may be waived by any Director in writing, or by telegram or cable, either before or after the holding of such meeting, and shall be deemed waived by his or her attendance at a meeting unless he or she signifies at such meeting that his or her attendance is for the purpose of objecting thereto on the ground that the meeting was not lawfully called or convened. 

Section 6.  Meeting Notice/By-Law Amendment Notice.  All notices of meetings must include a proposed agenda indicating any proposed By-law changes and committee reports.  No amendments may be made to the By-laws unless proposed in writing at the previous Board meeting or provided in writing to members of the Board at least 30 days before the meeting at which the vote on the amendment is to be taken. 

Section 7.  Quorum.  At any meeting, the presence of one third plus one of the Board of Directors holding office at the particular time, disregarding any unfilled vacancies which may then exist, shall constitute a quorum for the transaction of business. 

Section 8.  Voting. Except as otherwise provided by statute, the Articles of Incorporation or these Bylaws, the acts of a majority of the Directors holding office at the time, and present at or otherwise participating in a meeting at which a quorum is present, shall be the acts of the Board of Directors, provided that: a) a Director whose term expires at the conclusion of the annual meeting shall, unless he or she sooner resigns or is removed, be considered for quorum purposes as holding office and be eligible to vote on all matters including the filling of vacancies, until the conclusion of such meeting or, if his or her successor is not elected at such meeting, until the conclusion of the meeting at which his or her successor is elected; b) unless otherwise required by law, no vote need be by written ballot.

Voting at Board meetings may be done by telephone participation or a member may vote on a specific issue by absentee ballot prior to the meeting, by contacting the Chair of the Board, or a member may grant another Director authority to cast a proxy vote on his or her behalf on a specific agenda item, but not a general proxy for all votes.
Section 9.  Action Without a Meeting.  Any action required or permitted to be taken at a meeting of the Board of Directors (including amendment of these By-Laws) or of any committee thereof may be taken without a meeting if consent in writing setting forth the action so taken shall be signed by all members of the Board or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board or such committee.  Such consent shall have the same force and effect as an unanimous vote of the Board or of the Committee.

Section 10.  Emergency Provision.  Anything in these By-Laws to the contrary notwithstanding, in the event of a national catastrophe and during an emergency period following such a catastrophe, a majority of the surviving members of the Board of Directors who have not been rendered incapable of acting or attending shall constitute a quorum.  These same provisions are controlling in the event that a majority (or more) of the Directors shall resign at any such time. 

ARTICLE VI:  OFFICERS

Section 1.  Officers.  The officers of the Corporation shall be a Chair, Vice-Chair,  Secretary and Treasurer and such other officers as the Board may establish.  The Chair and Vice-Chair shall be chosen from among the Directors of the Corporation.  The Secretary and Treasurer may be Directors or may be any other person the Board may choose.  The Secretary and Treasurer shall not vote on matters before the Board unless they are Directors.

Section 2.  Election and Term of Office.  The Chair, Vice-Chair, Secretary and Treasurer of the Corporation shall be elected by the members of the Board of Directors at the Annual Meeting and serve one year terms expiring at the next succeeding Annual Meeting.  Other officers may be appointed by the Board of Directors for one year terms.  All officers shall hold office until their respective successors shall have been duly appointed or until they shall respectively resign or be removed.

Section 3.  Removal.  An officer appointed by the Board of Directors may be removed at a duly called meeting or by action in writing whenever, in the Board's judgment, the best interests of the Corporation will be served thereby.  Any such removal shall be without prejudice to the contract rights, if any, of the person removed.

Section 4.  Resignation.  An officer of the Corporation may resign at any time by giving written notice of his or her resignation to the Chair of the Board, or to the Secretary or Treasurer.  Any such resignation shall take effect at the time received unless another time is specified in such notice.  Unless otherwise specified in such notice, the acceptance thereof shall not be necessary to make it effective.

Section 5.  Vacancies.  Any vacancy in any office owing to resignation, death, incapacity, removal or any other cause may be filled by the Board of Directors at any duly called meeting, or by action in writing as provided herein.

Section 6.  Compensation.  The compensation of officers appointed by the Board of Directors shall be fixed from time to time by the Board.
ARTICLE VII:  DUTIES OF OFFICERS

Section 1.  Chair.  The Chair shall preside over all meetings of the Board and all meetings of the Executive Committee and shall have general supervision over the business of the Corporation and over its officers who shall report to him or her, subject however, to the control of the Board of Directors to whom he or she is responsible for the affairs of the Corporation and for the performance of its officers.  He or she shall, whenever it may be necessary in his or her opinion, prescribe the duties of all officers and employees of the Corporation in addition to such duties as are set forth in these By-Laws.

Section 2.  Vice-Chair.  At the request of the Chair, or in his or her absence or disability, the Vice-Chair shall perform the duties of the Chair and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Chair.  The Vice-Chair also may sign and execute, in the name of the Corporation, deeds, mortgages, bonds, contracts, or other instruments authorized by the Board of Directors, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws to some other officer of the Corporation.  The Vice-Chair shall perform such other duties as from time to time may be assigned by the Board of Directors or the Chair. 

Section 3.  Secretary.  The Secretary shall: 

1. certify and keep at the principal office of the Corporation the original or a copy of its By-Laws as amended or otherwise altered to date;
2. keep at the principal office of the Corporation, or such other place as the Board of Directors may order, a book of minutes of all proceedings of the Board, whether annual, regular, or special;
3. see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law;
4. be custodian of the records and of the seal of the Corporation and see that it is engraved, lithographed, printed, stamped, impressed upon, or affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these By-Laws;
5. see that all the books, reports, statements, and all other documents and records required by law are properly kept and filed;
6. exhibit at all reasonable times to any Director, upon application, the By-Laws and minutes of proceedings of the Board of Directors;
7. in general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the Board of Directors or the Chair.

Section 4.  Treasurer.  The Treasurer shall:

1. if required so to do so by the Board of Directors, give a bond for the faithful discharge of his or her duties in such sum, and with such sureties, as the Board of Directors or the Chair shall require;
2. have charge and custody of, and be responsible for, all funds and securities of the Corporation, and deposit all such funds in the name of the Corporation in such banks, trust companies or other depositories as shall be selected by the Board of Directors;
3. keep and maintain adequate and correct accounts of the Corporation's properties and business transactions, including account of its assets, liabilities, receipts, disbursements, gains, losses, capital and surplus;
4. render a statement of the condition of the finances of the Corporation at all meetings of the Board of Directors, and a full financial report at the Annual meeting of the Board;
5. receive, and give receipt for, moneys due and payable to the Corporation from any source whatsoever;
6. in general, perform all the duties incident to the office of Treasurer and such other duties from time to time may be assigned to him or her by the Board of Directors or the Chair.

ARTICLE VIII:  STAFF, CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

Section 1.  Staff.  The Board of Directors shall provide for the designation and hiring of staff personnel to administer and direct the organization on a daily basis and to implement the policies and procedures determined by the Board.

Section 2.  Executive Director.  An Executive Director shall be appointed by the Board of Directors to serve as an employee of the Corporation, subject to the direction of the Board.  The Executive Director shall be expected to recommend and administer plans of work, arrange (in conjunction with the Secretary and Treasurer) for meetings of Directors, prepare such reports as are required by the Board of Directors, and direct and run the organization and office of the Corporation on a daily basis.  The Board of Directors may delegate authority and responsibility vested in various officers of the corporation to the Executive Director as is appropriate and necessary for the running of the organization.

Section 3.  Contracts and Agents.  To the extent that the Board of Directors may specifically authorize, the Chair, or the Executive Director, may in the name of the Corporation on its behalf execute and deliver, or appoint agents with the power to execute or deliver, bids and proposals for contracts with any government or any branch or division of any government, or with any person, corporate or otherwise, contracts between the corporation and any such government or branch or division thereof or any such person, bonds and undertaking required for the faithful performance of such contracts and vouchers and receipts in connection therewith.

Section 4.  Loans.  To the extent the Board of Directors may specifically authorize, the Chair, Treasurer, or Executive Director, may effect loans or advances at any time for the Corporation from any bank, trust company or other institution or from any firm or individual and for such loans and advances may make, execute and deliver promissory notes or other evidences of indebtedness of the Corporation, but no officer or staff member shall, for purposes of the security for any such loan or advance, mortgage, pledge, hypothecate or transfer any property whatsoever owned or held by the Corporation, except when specifically authorized by resolution of the Board of Directors.

Section 5.  Checks, Drafts, Etc..  All checks, drafts, orders for the payment of money, bills of lading, warehouse receipts, obligations, bills of exchange and insurance certificates shall be signed or endorsed by the Chair, and/or the Executive Director, unless some other such officer or officers, agent or agents of the Corporation shall from time to time be authorized to do so by resolution of the Board of Directors. 

Section 6.  Deposits and Accounts.  All funds of the Corporation, not otherwise employed, shall be deposited from time to time in general or specific accounts in such banks, trust companies or other depositories as the Board of Directors may select, or as may be selected by any officer or agent of the Corporation to whom such power may from time to time be delegated by the Board of Directors.  For the purpose of deposit and for the purpose of collection for the account of the Corporation, checks drafts and other orders for the payment of moneys which are payable to the order of the Corporation may be endorsed, assigned and delivered by any officer or agent of the Corporation.

ARTICLE IX:  FINANCIAL ADMINISTRATION

Section 1.  Responsibility.  The authority and responsibility for the financial administration of the Corporation shall be conducted as set forth in these By-Laws, and shall be administered by the Executive Director on a daily basis with the guidance and direction of the Treasurer, or as determined by the Board of Directors.

Section 2.  Fiscal Year.  The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

ARTICLE X: POLICY COMMITTEE

Section 1.  Purpose.  The Board of Directors may authorize and certify a Policy Committee to annually review Statements of Policy and positions of the Corporation. 

Section 2.  Composition.  The composition of the Policy Committee shall be determined by the Board of Directors.

Section 3.  Meetings.  The Policy Committee may meet once a year, or more frequently if needed, for the purpose of reviewing the Official Statements of Policy and positions of the Corporation.

ARTICLE XI: UNIVERSITY AFFILIATES

Section 1.  Purpose.  The Corporation shall encourage the development and organization of volunteer university affiliates of the Corporation, to be organized and incorporated separate and apart from the Corporation, but authorized to use the name of the Corporation as long as such affiliates are recognized by the Board of Directors.  The purpose of such state affiliates is to foster and further the goals of the Corporation as set forth herein.

Section 2.  Organization.  State affiliates, though recognized by the Board of Directors and authorized to use the name of the Corporation, shall be separately organized and incorporated, and the Corporation is not  responsible for the funding, organizing, or statutory obligations of each such affiliate. 

ARTICLE XII: AMENDMENT OF BYLAWS

Section 1.  These Bylaws may be amended by the Board of Directors of the Corporation at a duly called meeting or by action in writing, by a simple majority of those present and voting, subject to the requirements of Article V, Section 6.