N.Y. Urban development research corporation act 173/68 § 5: Membership council

§ 5. Membership council. (1) The corporation shall establish a

membership council which shall have the powers and duties specified

herein. The council shall consist of no less than fifteen nor more than

forty-five members. The members of the council shall be elected by vote

of the certificate holders as provided in subdivision two of this

section at the first annual meeting of such certificate holders and at

each annual meeting thereafter. If a vacancy occurs in the membership

council through death, resignation or otherwise, the remaining members

shall elect a person to fill such vacancy for the unexpired term.

(2) Corporations, trusts, associations, partnerships and individuals,

including without implied limitation, any banking institution, insurance

or surety company, labor union, employers' association, educational

institution, utility or railroad, located or authorized to do business

in New York may be admitted to membership in the corporation at any time

by action of the directors of the corporation. Membership shall be

evidenced by membership certificates in amounts of multiples of five

hundred dollars. Members shall pay such annual dues as shall be

determined by the directors of the corporation. Each member shall have

one vote for each five hundred dollars of stated value represented by

the membership certificates of such member. Each member entitled to vote

may vote by proxy. No voting rights shall arise with respect to any

payment or transfer which shall be made to the corporation in the form

of a contribution, bequest or devise.

(3) The membership council shall elect a chairman from among the

members of the council. The council shall meet at the call of the

chairman or on petition of any three members thereof. A majority of the

council shall constitute a quorum to transact the business of the

council. The council shall advise and assist the corporation in carrying

out its corporate purposes. It shall coordinate the activities and

programs of the corporation with business interests in the community and

shall seek to enlist the support and membership of such businesses and

of institutional lenders. The council shall have the following

additional duties:

(a) to cause such studies, research and investigations to be made as

it may deem advisable and necessary;

(b) to collect and compile information and data relating to the

planning and development of urban areas and the investment of private

capital therein;

(c) to recommend to the corporation the undertaking of specific

housing and industrial projects or any combination thereof;

(d) to assist and cooperate with municipalities and with civic and

planning associations in furtherance of the corporate purposes of the

corporation;

(e) to recommend to the directors of the corporation persons to serve

as directors of subsidiary corporations, pursuant to section nine of

this act.

(4) All actions of the membership council involving an estimated

expenditure of more than one thousand dollars shall be subject to the

approval of the directors of the corporation.