AMERICAN ORCHID SOCIETY BYLAWS

“The Bylaws of the American Orchid Society are the legal document that governs the organization. They spell out the duties of the Officers and Trustees at large and the rights and benefits of the Members. The document is under continual review by the Executive and Governance committees and revisions are made and published on this website as they are ratified.”

ARTICLE I – THE SOCIETY

1.1 NAME

The name of the Corporation shall be the American Orchid Society, Inc. (the “Society”). It is a not-for-profit corporation organized pursuant to the New York Not-for-Profit Corporation Law.

1.2 SEAL

Designed in 1921 by Blanche Ames, the official seal of the American Orchid Society features a Native American admiring two orchids of the Americas - Phragmipedium caudatum and Encyclia tampensis.

ARTICLE II – MEMBERS

2.1 MEMBERSHIP

The membership of the Society at the date of adoption of these amended By-Laws shall consist of all persons who are members at such date (each such person, a “Member”).  Members shall be admitted or renewed subject to procedures established by the Board of Trustees of the Society (the “Board” and each member thereof, a “Trustee”) from time to time.  

Membership in the Society is open to any person who applies and makes timely payment of any required dues at the rates established by the Board of Trustees of the Society (the “Board” and each member thereof, a “Trustee”) for any class of membership (each such person, a “Member”). Membership in the Society shall be open to all persons regardless of age, race, gender, gender expression, sexual orientation, national origin, religious affiliation, disability, local club affiliation, or interest level. 

Any Member who shall fail to pay his or her annual dues by the due date shall cease to be a Member.

2.1.1 CLASSES OF MEMBERSHIP

The Society shall have the following classes of membership:

●      Individual - Open to any individual who wishes to be a Member of the Society. 

●      Joint - Open to any couple in the same household who wish to be a Member of the Society, so long as only one individual is designated to vote on behalf of the joint membership.

●      Society - Open to any society described in Article VII that wishes to be a Member of the Society.

●      Commercial - Open to any commercial organization supporting the mission of the Society that wishes to be a Member of the Society.

At meetings of the Society, Members of each class of Membership shall have the right to attend meetings of the Members and shall be entitled to one vote on each matter submitted to a vote of the Members on the election of Trustees or any other matters required by law.

The additional rights, privileges, and limitations of such classes shall be determined from time to time by resolution of the Board. 

2.1.2 DUES

Dues for all classes of membership in the Society shall be in such amounts and categories as shall from time to time be determined by the Board, payable on or before a date to be determined by the Board.  Any Member may resign at any time and shall have no liability for dues after the end of the membership year in which such resignation takes place.

2.2 MEETINGS OF MEMBERS

Each year the Annual Meeting of the Members for the purpose of electing Trustees and for the transaction of such other business as may come before the meeting, shall be held at a date and time during the calendar year as may be fixed by a vote of the Board.  There shall be presented at each annual meeting of the Members a President’s Report as required by Section 519 of the New York Not-for-Profit Corporation Law (“NPCL”).

Additionally, Special Meetings of Members of the Society may be called by

●      the Board with not less than ten (10) nor more than fifty (50) days before the date of such meeting, or

●      by written request or petition signed by at least ten percent (10%) of the voting Members with not less than two (2) nor more than three (3) months’ notice to the Members.

A Special Meeting of the Members shall be held at such time and place in the United States of America or electronically or by other means as may be specified in writing by the Board or such Members.

Written notice for the meeting shall be given to the Members either 1) personally, or 2) by electronic mail, in each case not less than ten (10) nor more than fifty (50) days before the date of such Meeting.   Such shall state the place, date, and hour of the meeting and, unless it is an annual meeting, indicate that it is being issued by or at the direction of the person or persons calling the meeting.  Notice of a special meeting shall also state the purpose or purposes for which the meeting is called.

At Meetings of the Members, a quorum shall consist of two hundred and fifty (250) Members, who are entitled to vote present in person or by electronic means as sanctioned by the Society.  Every Member is entitled to one vote at the Annual Meeting of the Members. Members voting by proxy must send their vote to the Secretary using the link provided no later than 24 hours in advance of the members’ meeting. Members who have not voted may vote at the meeting, after which the combined vote will be announced. Proxy votes will expire after the results are announced at the meeting. 

Any meeting of the Members may, for lack of quorum or other cause, be adjourned to some definite place and time not exceeding sixty (60) days thereafter, without notice other than announcement at the meeting.

ARTICLE III – GOVERNANCE

3.1 POWER AND DUTIES OF THE BOARD

The Society shall be governed by the Board. The Board shall have ultimate charge and direction of the affairs and business of the Society to fulfill its mission and purposes. 

All Trustees are expected to attend (in any manner permitted in Section 5.1 below) all meetings of the Board and all annual and special meetings of the Members.  If a Trustee plans not to attend a meeting of the Board, he or she shall so inform the President and Secretary prior to the meeting, stating his or her reason.

3.2 COMPOSITION OF THE BOARD

The Board shall consist of not fewer than three (3) and not more than twenty-five (25) individuals elected from among the Members, as determined by the entire Board from time to time. The Board shall include Trustees at large, and the Officers defined in Article IV (each, an “Officer”). Qualifications and required duties of Trustees at large and Officers shall be approved by the Board, specified in job descriptions, and kept current on the Society’s website or other official site where they are readily accessible to the membership.  No employee of the Society and no individual who is a Member of the same household, a relative, or who has a business or significant relationship with a Trustee shall concurrently be nominated, elected or appointed to a Trustee at large or Officer position.

All Officers of the Society, Trustees at large and chairs of committees established by the Board must maintain membership in the Society.

3.3 ELECTIONS OF TRUSTEES AND OFFICERS

The Trustees at large and Officers of the Society shall be nominated pursuant to the procedures provided in Section 3.4 and elected at the Annual Meeting of Members by majority vote.  At each Annual Meeting of Members, replacements of the Officers and Trustees at large whose terms have expired shall be elected, together with such additional new Trustees as may be required to fill any other vacancies on the Board (whether the result of death, resignation, removal or the creation of new Board positions).

The results of the vote will be announced at the meeting and the Trustees at large and Officers so elected will take office immediately following close of the meeting.

3.4 NOMINATION PROCEDURES

Nominations for Trustees at large and Officers shall be open to the Members for a period of time in advance of each Annual Meeting of the Members established by the Board under policies established by the Board. Persons may be self-nominated, or proposed by other Members, the Board, or the Nominating Committee. 

For each Annual Meeting of the Members, the Board, with assistance of the Governance Committee, shall decide how many candidates are needed for each election and so notify the Nominating Committee (defined in Article VI).  The Nominating Committee will be responsible for screening nominees and preparing a list of candidates for the ballot, using criteria and a screening process (to be laid out in the Nominating policy and procedures) approved by the Board and developed with the assistance of the Governance Committee (defined in Article VI). The list of candidates shall include at least as many names as will produce the number of Trustees at large and Officers as the Board has determined to be appropriate. 

The candidates selected by the nominating committee shall be presented to the Members on a secure ballot sent electronically to all Members in good standing, no less than thirty (30) days in advance of the Annual Meeting of Members.

An alternate ballot for Trustees at Large and Officers, other than that presented by the Nominating Committee, may be made by a minimum of five percent (5%) of the Members entitled to vote, provided such nominations are furnished in writing at their expense to the Secretary at least thirty (30) days in advance of the Annual Meeting of Members. The Secretary shall not be required to send said alternate ballot to the Members, but Members making such nomination may request the sending of communications and ballots at their expense. The Secretary shall present such nominations to the President at the Annual Meeting of the Members.

3.5 TERM OF TRUSTEES

Trustee at Large terms are three (3) years, and a Trustee at Large may be elected to a second three (3) year term, after which they not eligible to be re-elected for three (3) years unless elected as an Officer as provided in Article IV. No one may serve longer than twelve (12) consecutive years on the Board, whether as Trustee at Large or as an Officer.

3.6 VACANCIES

Any vacancy on the Board occurring during the year by reason of death, resignation, removal from office, the creation of a new trusteeship or otherwise may be filled by a vote of a majority of the Board members then in office, and the person so elected shall hold office until the end of the term which the Trustee was elected or appointed to fill.

3.7 COMPENSATION

Trustees will serve without compensation for their services as Trustees.  Trustees may submit a request for reimbursement of unexpected, extraordinary expenses according to guidelines approved by the Board. Such written requests will be reviewed and voted on by the Board.

Article IV – OFFICERS

4.1 OFFICERS

These bylaws set forth the roles for the Officers; their individual required responsibilities are defined in their associated job descriptions.

The following shall be the Officers of the Society who shall also be members of the Board: President, two (2) Vice Presidents, Secretary, Treasurer, Assistant Treasurer and Immediate Past President. The President shall be elected for a term of two (2) years and may not be re-elected. The Vice Presidents shall each be elected for a term of two (2) years and may be re-elected for an additional two-year term. The Secretary, Treasurer and Assistant Treasurer shall each be elected for a term of two (2) years and may be elected for two additional two (2) year terms. The Immediate Past President shall serve for the duration of the term of his or her successor as President. Each Officer shall take office at the end of the Annual Meeting of the Members at which he or she is elected and hold office until his or her term has expired or until his or her earlier death, resignation, or removal, and in any event until his or her successor has been duly elected and qualified.

4.2 DUTIES OF OFFICERS

4.2.1 PRESIDENT

The President is the Chief Volunteer Officer of the Society and its chief spokesperson and shall actively seek to carry out the mission of the Society. The President shall chair all meetings of the Board and the Executive Committee; shall preside and deliver an annual report regarding the state of the society at the annual meeting of the membership; shall be an ex-officio Member of all committees except the Audit Committee; shall recommend to the Board chairs for committees.  The President, together with the Vice Presidents, shall review the performance of the director-level employees of the Society and ensure all employee performance reviews are completed once annually, in time for any recommendations regarding compensation to be included in the budget for the up-coming fiscal year.

The President may delegate such duties as he or she deems advisable to the Society’s employees.

4.2.2 VICE-PRESIDENTS

The Vice Presidents shall support and work in conjunction with the President to carry out the mission of the Society. In the absence of the President, or due to his or her inability or refusal to act, one of the Vice Presidents, selected by the Board, shall perform the duties of President and when so acting shall have all the powers and be subject to all of the restrictions of that office. A Vice President, selected by the Board, shall succeed to the President’s office upon the death, resignation or incapacity of the President and such succession shall not preclude the Vice President serving his/her own full term as President. The Vice Presidents, shall oversee the work of the Committees as assigned by the President, and  together with the President shall annually review the performance of the director-level employees of the Society and ensure all employee performance reviews are completed once annually, in time for any recommendations regarding compensation to be included in the budget for the up-coming fiscal year.

4.2.3 SECRETARY

The Secretary shall keep or cause to be kept minutes of all meetings of the Board and the Members and record or cause to be recorded all votes at such meetings; ensure that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; serve as custodian of the corporate records; ensure public records are in order and available for inspection; and in general perform all duties incident to the office of Secretary and such other duties as may be assigned by the President or the Board. In order to facilitate the business of the Society, the Secretary may delegate to members of the Society’s administrative staff any of the above-described duties.

4.2.4 TREASURER

The Treasurer will have custody of all funds, property and securities of the Society.  The Treasurer will keep or cause to be kept complete and accurate accounts of receipts and disbursements of the Society and will deposit or cause to be deposited all monies and other valuable effects of the Society in the name and to the credit of the Society in such banks or depositories as the Board may designate.  Whenever required by the Board, the Treasurer will render or cause to be rendered a statement of the Society’s accounts.  The Treasurer will at all reasonable times exhibit or cause to be exhibited the books and accounts of the Society to any Officer or Trustee at large of the Society and will perform such other duties as may be assigned by the Board.   In order to facilitate the business of the Society, the Treasurer may delegate to Society employees the authority and responsibility to receive, handle, deposit, and disburse funds and assets of the Society and to perform any related tasks.

4.2.5 ASSISTANT TREASURER

The Assistant Treasurer shall assist the Treasurer in the performance of his or her duties and shall perform such other duties as shall be assigned by the Treasurer or the Board.

4.2.6 IMMEDIATE PAST PRESIDENT

The Immediate Past President shall serve as a voting member of the Board for a period of two years following expiration of his or her term as President. In the event of a vacancy in the offices of President and Vice President, the duties of the President shall be assumed by the Immediate Past President until the next meeting of the Board. 

4.2.7 REPLACEMENT OF OFFICERS

In the event of the death, resignation or incapacity of any Officer other than the President, the Board shall select a successor to serve out the remainder of the elected term, which shall not preclude the successor from serving his or her own full term as an Officer.

4.2.8 CONFLICTS OF INTEREST

All members of the Board, including the Officers, shall conduct themselves in accordance with the Society’s approved policy regarding conflicts of interest.

Any new Trustee shall be advised of this policy upon the start of his or her service as a Trustee and shall complete the written Conflict of Interest Policy Disclosure Form approved by the Board.

Article V – MEETINGS OF THE BOARD

5.1 MEETINGS OF THE BOARD

The Board shall have regular meetings not less than quarterly. At least ten (10) days’ written notice of such meetings shall be given to each Trustee by electronic mail. A Board meeting shall precede the Annual Meeting of the Members of the Society. Additional special meetings may be called either by the President, or by a majority of Trustees, with at least seven (7) days’ written notice given to each Trustee by electronic mail.

Regular and special meetings of the Board shall be held at such places as may be designated by the President or other persons calling the meeting as stated in the meeting notice. The Board should refer to Robert’s Rules of Order for guidance in conducting its meetings.

Any one or more members of the Board or a committee thereof may participate in a meeting of the Board or a committee therefore, as the case may be, by means of a conference telephone, videoconference, or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time and to participate in all matters before the Board or committee.  Participation by such means shall constitute presence in person at a meeting.

5.2 QUORUM AND VOTE

A majority of the entire Board shall constitute a quorum. Except as otherwise provided by New York law or by these Bylaws, the act of a majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board. Any action required or permitted to be taken by the Board may be taken without a meeting if all Trustees consent to the adoption of a resolution authorizing the action. Consent may be written or electronic. If written, the consent must be executed by the Trustee by signing such consent or causing his or her signature to be affixed to such consent by any reasonable means, including but not limited to facsimile signature. If electronic, the transmission of the consent must be sent by electronic mail and set forth or be submitted with information from which it can reasonably be determined that the transmission was authorized by the Trustee. The resolution and the consents thereto shall be filed with the minutes of the proceedings of the Board.

5.3 REMOVAL OF OFFICERS OR TRUSTEES

The Board may remove for cause any Officer from his or her office or remove for cause any Trustee at large from the Board by a two-thirds vote of the entire Board, held by secret ballot, and in accordance with any other applicable procedures established by the Board, if such Trustee at large or Officer, either by illness, neglect, lack of interest or other cause, shall not have adequately attended to his or her duties.  For these purposes, cause shall include failure to attend three (3) or more out of the past six (6) meetings of the Board.

Article VI – COMMITTEES

6.1 COMMITTEES GENERALLY

The Board shall establish, by a resolution adopted by a majority of the entire Board, such Committees of the Board and Advisory Committees as are necessary to advise the Board on policy matters and help carry out the operations of the Society.

Except as otherwise provided in the Bylaws or by the Board, the chairs of these committees shall be appointed by the President, with the approval of the Board, in a re-organization meeting following the Annual Meeting of Members, or as soon thereafter as practical. No person, unless provided otherwise by the Board, shall serve as chair of any committee for more than four (4) consecutive years.

Each Committee will appoint a vice chair from its members.

Common roles and responsibilities of Committee chairs and members shall be established by the Board and described in a generic job description, updated as needed, and posted accessibly on the Society’s website.

Each committee is required to develop a workplan, keep it current and contribute to the Society’s strategic plan. Committees are required to meet on a regular basis, keep the Board informed of progress, and provide an annual written update to Board and the Annual Meeting of Members, or more frequently, as requested by the President or Board. Minutes of committee meetings shall be taken and distributed to members and serve as a record of decisions taken.

6.2 COMMITTEES OF THE BOARD

The Committees of the Board shall include an Executive Committee and an Audit Committee, and such other committees of the Board as the Board may from time to time find appropriate.  

Each such committee shall consist of at least three (3) Trustees appointed by the Board.  Between meetings of the Board, such committees shall have and may exercise all the authority of the Board, to the extent provided in the resolution.  However, no committee shall have the authority to:

a. submit to the Members any action requiring the Members’ approval;

b.     fill vacancies in the Board or in any committee; amend or repeal the Bylaws or adopt new Bylaws;

c.     amend or repeal any resolution of the Board which by its terms shall not be so amendable or. repealable.

d.     elect or remove Officers or Trustees at large;

e.      approve a merger or plan of dissolution;

f. adopt a resolution recommending to the Members action on the sale, lease, exchange or other disposition of all or substantially all the assets of the Corporation; or

g.      approve amendments to the Society’s certificate of incorporation.

6.2.1 EXECUTIVE COMMITTEE

The Executive Committee, which shall be chaired by the President, shall consist of the President, the Vice-Presidents, the Secretary, the Treasurer, the Assistant Treasurer and the Immediate Past President.  The Executive Committee, under the authority of the Board, shall conduct the general business of the Society and carry out the policies and recommendations of the Board between the meetings of the Board as permitted by law. The Executive Committee shall provide assistance and counsel to the President, and in consultation with the President, shall carry out such duties and assignments as the President from time to time shall propose. 

6.2.1 AUDIT COMMITTEE

The Audit Committee shall be a committee of the Board, shall consist of at least three “independent” Trustees, as defined in the New York Not-for-Profit Corporation Law, and shall be responsible for performing the following duties: (1) overseeing the accounting and financial reporting processes of the Society and the audit of its financial statements; (2) annually retaining or renewing the retention of an independent auditor to conduct the audit; (3) reviewing the results of the audit, including the management letter, with the independent auditor; (4) reviewing with the independent auditor the scope and planning of the audit prior to the audit’s commencement; (5) upon completion of the audit, reviewing and discussing with the independent auditor any material risks and weaknesses in internal controls identified by the auditor, any restrictions on the scope of the auditor’s activities or access to requested information, any significant disagreements between the auditor and management, and the adequacy of the Society’s accounting and financial reporting processes; (6) annually considering the performance and independence of the independent auditor; (7) overseeing the adoption, implementation of, and compliance with any conflict of interest or whistleblower policies adopted by the Board; and (8) reporting on its activities to the Board

6.3 ADVISORY COMMITTEES

 Advisory Committees shall include a Finance Committee, an Investment Committee, a Nominating Committee and a Governance Committee.  The members of such committees shall be chosen by the Chair in consultation with the President and approved by the Board.  Each committee created pursuant to this section shall have such responsibilities as may be specified in the resolution creating the committee, provided that any committee that is not composed solely of Trustees shall not have authority to bind the Board.

6.3.1 NOMINATING COMMITTEE

The Nominating Committee shall make recommendations for nominations for the Officers and Trustees at Large. The Nominating Committee shall consist of seven (7) Members, including the Chair of the Nominating Committee, the Immediate Past President and the immediate past chair of the Nominating Committee. The remaining four (4) members of the Nominating Committee will be selected from a list identified by the President, or designee, from all trustees current and past (within the last two (2) years) and all the current Committee Chairs who are willing to serve. This list of eligible members will be sent by the Secretary to all Board members for weighted voting, the top four candidates selected by the Board become the remaining four members of the Nominating Committee. If the immediate past chair of the Nominating Committee and/or the Immediate Past President is unable or unwilling to serve, those places shall be filled by Trustees.

The Nominating Committee will be responsible for screening nominees for Officers and Trustees at large and preparing a list of candidates for the ballot for each annual Meeting of the Members, pursuant to the procedures described in Section 3.4 and in the Nominating Policy and Procedures.

No member of the Nominating Committee or a member of their immediate household shall be proposed as a nominee for a Trustee at large or Officer position.

6.3.1 FINANCE COMMITTEE

The Finance Committee, which shall be chaired by the Treasurer, shall be concerned with the financial aspects of the Society.  This includes financial performance and reporting, accounting policies and procedures, and capital projects/initiatives. 

6.3.2 INVESTMENT COMMITTEE

The Investment Committee which shall be managed by the Assistant Treasurer, is concerned with the investments of the Society with particular focus on evaluating investment strategies vis-à-vis Society goals and obligations. The Investment Committee makes recommendations regarding the investments to the Treasurer and the Board on a regular basis, not less than quarterly.

6.3.3 GOVERNANCE COMMITTEE

The Governance Committee is responsible as defined above in Section 3.4, for assisting the Board in defining the competency needs of the Board and developing the criteria for the selection of future Board members. The Governance Committee is also responsible for arranging Board assessments and development, for reviewing the Bylaws, aiding in development and recommendations for approval by the Board of strategic plans, policies, and procedures, as well as job descriptions for positions and committees, and providing orientation for Trustees, committee chairs, and other volunteers.

ARTICLE VII – AFFILIATED SOCIETIES & ORGANIZATIONS

7.1 AFFILIATED SOCIETIES AND ORGANIZATIONS

An orchid society or a horticulture-oriented organization or entity whose stated purposes parallel those of the Society, either with regard to involvement with orchids or with regard to its scientific, educational or conservation ideals, may, with the approval of the Board, become an “Affiliated Society” or “Affiliated Organization.” To preserve such status, the Affiliated Society or Organization shall fulfill such requirements as the Board shall set for these memberships.

Application for such approvals shall be made in writing to the American Orchid Society and shall contain such information as shall be prescribed by the Board. Such approvals shall be referred to the AOS Affiliated Societies Committee for initial review.  Upon approval by the Affiliated Societies Committee such applications shall be submitted to the Board for action at its next regular meeting.

Each Affiliated Society and each Affiliated Organization must appoint a representative from their society (the “Representative”) to be its liaison with the American Orchid Society, and said Representative must be a member of both societies. The Board may require Affiliated Societies or Affiliated Organizations to fulfill such duties and requirements as the Board shall from time to time set forth. The Board may terminate the affiliation between the Society and an Affiliated Society or Affiliated Organization at any time for any reason.

No Affiliated Society or Affiliated Organization, or any officer, trustee or member thereof, shall have the power to act for the American Orchid Society in any manner, as agent or otherwise, nor to bind the American Orchid Society in any manner, financially or otherwise. No Affiliated Society or Affiliated Organization shall have any proprietary or other interest of any kind in the name “American Orchid Society” or in any combination of such words with other words, except as granted by the Board, and provided that that an Affiliated Society or an Affiliated Organization may in addition to its name use the wording “affiliated with the American Orchid Society, Inc.”

The Board may establish other categories of affiliation with such requirements and privileges as the Board may determine.

ARTICLE VIII – MISCELLANEOUS PROVISIONS

8.1 CONTRACTS, CHECKS AND OTHER INSTRUMENTS

Except as otherwise provided by the Board, written contracts and obligations in excess of an amount to be to be determined by the Board and described in the job descriptions of the President and Secretary shall be signed by the President and Secretary, and no contract shall be valid and binding upon the Society unless so signed.

8.2 PRIZES AND HONORS

The Board shall have the right from time to time, within the limits of the funds at its disposal, to appropriate money for such medals, certificates, honors or other prizes as it shall deem for the best interest of the Society, the advancement of the work for which it is established, and the honoring of those who have supported the Society  with exceptional volunteer service to the benefit of the AOS.

All medals, certificates, honors or other prizes shall only be granted by a three-quarters majority, secret ballot vote of the entire Board at a regular or special Meeting of the Board.

8.3 GIFTS

The Board shall be authorized to accept or refuse gifts of any kind or nature on behalf of the Society and in furtherance of any or all of the objectives of the Society in concurrence with the established gift acceptance policy of the Society.

8.4 PERSONAL LIABILITY

Neither the Board, nor any Member or Officer, shall have the power to bind the Members or the individual Trustees at large or Officers of the Society, personally. All persons extending credit to, contracting with or having any claims against the Society, shall look only to the funds and property of the Society for payment of any debt, damage, judgment or decree, or any money that may otherwise become due or payable to them from the Society, so that none of the Members, the Trustees at large, and the Officers, present or future, shall be personally liable therefor.

8.5 INDEMNIFICATION

The Society shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an Officer, Trustee, employee or committee member of the Society against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the Society; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of Trustees who are not at that time parties to the proceeding.

The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.

No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified person under this Article shall apply to such person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified person.

This Article constitutes a contract between the Society and the indemnified Officers, Trustees at large, and employees. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified Officer, Trustee, employee or committee member under this Article shall apply to such Officer, Trustee, employee or committee member with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.

8.6 PROHIBITED ACTIVITIES

No part of the net income of the Society may under any circumstances inure to the benefit of any Officer, Trustee, Member or other individual except as permitted by law.

No part of the activities of the Society shall consist of carrying on propaganda or otherwise attempting to influence legislation. The Society shall not participate in or intervene in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office.

8.7 WAIVER

The presence of any Member at a meeting, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, or of any Trustee who attends a meeting without protesting, prior thereto or at its commencement, the lack of notice of such meeting to such Trustee, will constitute a waiver of notice.

8.8 AMENDMENT OF BYLAWS

These Bylaws may be amended or repealed, and new Bylaws not inconsistent with any provision of the Certificate of Incorporation of the Society or the laws of the State of New York may be made in the following ways: (1) at any meeting of the Members at which a quorum is present, by the affirmative vote of two-thirds of the Members present in person or by proxy, or (2) at any meeting of the Board, by the affirmative vote of two-thirds of the entire Board; provided, however, that no such amendment, repeal or new Bylaws may be made at any meeting, whether of the Members or of the Board, unless the substance and effect of the proposed amendment, repeal or new Bylaws shall have been stated in the notice of the meeting, which notice shall be given either 1) personally) 2) by electronic mail not less than thirty (30) days prior to the meeting unless a longer time shall be required for notice of such meeting by other provisions of these Bylaws. 

Approved by the Board of Trustees on October 16, 2014, to be compliant with NY State not-for-profit Corporation Law(“NPCL”).
Amended by the Board of Trustees on May 28, 2020, to allow for electronic meetings and election votes by proxy in case of catastrophic and unusual circumstances when face-to-face meetings are not possible (section 2).

Amended by the Board of Trustees on October 23, 2025, to be compliant with current NY NPCL documenting changes in the way the AOS conducts its business.

A digital copy of the bylaws can be downloaded here.