Bylaws of the Empire Skate Club of New York, Inc.

ARTICLE I - NAME, SEAL, OFFICES

Section 1. Name: The name of this corporation shall be the Empire Skate Club of New York (hereinafter the "Club").

Section 2. Seal: The Board of Directors of the Club (hereinafter the "Board") may, at its pleasure, obtain a seal for the corporation which may be in whatever form is desired by the Board.

Section 3. Offices: The principal office of the Club is to be located in the Borough of Manhattan, City, County, and State of New York. The Club may have additional offices in such places, including foreign countries, as the Board may from time to time agree or the purposes of the Club may require.

ARTICLE II - PURPOSES AND OPERATIONS

The operations of the Club are to be conducted principally in the United States of America. The Club is organized for the following purposes:

(a) to promote and encourage the development of in-line and related skating as a recreational activity and competitive sport,
(b) to contribute to the education of the public relating to in-line and related skating,
(c) to support the activities of other organizations with similar aims and objectives,
(d) to prepare or distribute informative bulletins relating to our purposes and activities,
(e) to sponsor educational, safety, recreational and competitive programs directed to the above stated aims, and for the benefit of the skating community and the general public,
(f) to encourage a favorable attitude towards inline and related skating on the part of public officials and to inform relevant policies and legislation in favor of such skating, and
(g) to bring together individuals and private and public organizations interested in the above-stated aims.

ARTICLE III - MEMBERSHIP

Section 1. Eligibility for Membership. Any person of good character who is interested in in-line skating and supports the aims and objectives of the Club is eligible for membership in the Club. In addition to individuals, any corporation, unincorporated association or partnership related to or interested in in-line skating and supports the aims and objectives of the Club is eligible for membership in the Club, consistent with the terms and conditions of membership for these entities as determined by the Board.

Section 2. Classes of Membership. There shall be six (6) classes of membership, namely: Honorary, Youth, Student, Adult, Family, Senior Associate and Corporate. All members in good standing, except Honorary Members as specified in Section 4 of this Article, shall be entitled to: (i) vote in elections of the Club; and (ii) transact other business of the Club which requires action of the membership of the Club.

Section 3. Endorsement. Candidates for Individual or Corporate membership shall be approved for membership according to procedures established by the Board.

Section 4. Honorary Memberships. The Board may name an Honorary Chairman and one or more Honorary Directors, whenever appropriate, to individuals in recognition of outstanding contribution to the sport, or for distinguished services in fostering the aims and objectives of the Club; Honorary Members shall not have a vote in Club matters.

Section 5. Youth Membership. Youth members shall be individuals under the age of 18.

Section 6. Student Membership. Student members shall be individuals enrolled as a full-time student in a recognized college or university.

Section 7. Adult Members. Adult members shall be individuals over the age of 18.

Section 8. Family Membership. Family members will be eligible for multiple memberships at one address.

Section 9. Senior Associate Members. For outstanding service to the Club, the Board may confer Senior Associate memberships, who shall in number not exceed 1% of the paid membership of the Club.

Section 10. Corporate Membership. Corporations may become Corporate Members and name up to five (5) of its employees to serve as members. Such persons supported by Corporate Memberships shall be entitled to all rights, privileges and responsibilities of Individual Members, as defined by these bylaws, except that they shall not need individual endorsement as required by Section 3 of this Article III.

ARTICLE IV - SUSPENSION, RESIGNATION AND TERMINATION OF MEMBERSHIP

Section 1.

(a) Except as otherwise provided by these bylaws, the Certificate of Incorporation or the laws of the State of New York, membership in the Club may be terminated by death, by expulsion, by resignation, for failure to pay fees or by dissolution or liquidation of the Club.
(b) The Club may suspend a member's membership or deny any or all rights and privileges of a member, as hereinafter provided.

Section 2. The Board is authorized to issue, in accordance with procedures established by the Board, a manual which will set forth procedures regarding the suspension, resignation and termination of membership, and the denial of membership rights and privileges.

ARTICLE V - MEETINGS OF MEMBERS

Section 1. Annual Meeting of the Club. The annual meeting of the Club shall be held between September 1 and December 1 at a date selected by the Board. Members of record on the date forty-five (45) days before the date set for the annual meeting shall be entitled to vote at the annual meeting. Members shall be notified of the date of the annual meeting by mail not less than ten (10) nor more than forty (40) days before said date set. Members entitled to cast forty (40) votes, or ten percent (10%) of the total number of votes entitled to be cast at such meeting, whichever is less, shall constitute a quorum for purposes of such meeting.

Section 2. Special Meetings of the Club.

(a) A special meeting of the Club may be held:
(1) at the call of the President,
(2) at the request of a majority of Board members then in office, or
(3) at the request, in writing, of twenty (20) members, addressed to the Secretary, stating the object for which the meeting is requested.
(b) Members of record on the date forty-five (45) days before the date set for the special meeting shall be entitled to vote at such meeting. Except as otherwise provided by these bylaws, notice of such special meeting shall: (i) indicate that it is being issued at the direction of the person or persons calling the meeting; (ii) contain a statement of the purpose or purposes of the meeting; and (iii) be mailed to the members by the Secretary at least twenty (20) days prior to the date of the meeting. Special meetings shall be restricted to the purpose or purposes stated in the notice and no other business may be transacted thereat.

ARTICLE VI - BOARD OF DIRECTORS

Section 1. Powers and Duties:

(a) The Board shall manage and control the affairs and property of the Club. The Board may employ any secretarial, clerical, or managerial services as shall be deemed necessary to conduct the affairs of the corporation. The President, with the approval of the Board, shall be responsible for the assignment, administration, and performance of such duties as may be carried out by any administrative services. All corporate powers, except such as are otherwise provided for in the Certificate of Incorporation, these bylaws, or the laws of the State of New York, shall be and hereby are vested in and shall be exercised by the Board.
(b) The Board shall have full power to adopt rules and regulations governing all actions that it takes, except as otherwise provided by these bylaws or by the laws of the State of New York, and shall have full authority with respect to the distribution of monies received by the Club from time to time; provided, however, that the fundamental and basic purposes and powers of the Club and the limitations thereon, as expressed in the Certificate of Incorporation, and in these bylaws, shall not thereby be amended or changed.
(c) The Board may, except as so otherwise provided in these bylaws or the laws of the State of New York, delegate to committees, or to offices of the Club, such powers as it may see fit.

Section 2. Size and Composition of the Board:

(a) The size of the Board shall be fixed by the then acting Board, and may be varied by a vote of the majority of the entire Board at any meeting of the Board, but the size of the Board shall not be less than seven (7) or more than fourteen (14) Board members. No decrease by the Board in the number of Board members shall shorten the term of any incumbent member.
(b) The Board shall consist of the following persons: (i) the Officers of the Club; (ii) the most recent past President of the Club available to serve; and (iii) the Directors.

Section 3. Executive Committee. The Board shall have an Executive Committee consisting of the President, who shall chair the committee, the Vice President, the Secretary and the Treasurer. The Executive Committee shall be empowered to act for the Board on matters that require action between Board meetings, subject to review and ratification by the Board. Actions of the Executive Committee may be taken by telephone conference call. Valid action by the Executive Committee requires the affirmative vote of three members, and such action shall be recorded in the minutes of the Executive Committee and of the Board.

Section 4. Election. Term of Office and Removal

(a) Directors shall be elected at the annual meeting of the Club, in accordance with Article VIII, and shall serve for a term of three (3) years, or until their successors shall have been duly elected and qualified.
(1) Notwithstanding the preceeding, Directors elected to newly created Board positions may be elected to terms of one (1), two (2) or three (3) years.
(b)
(1) Any Board member, other than officers, may be removed, with or without cause, by a two-thirds (2/3) vote of the members of the Club.
(2) The removal of a Board member who is also an officer shall be governed by Section 1(b)(1) of Article VII.

Section 5. Vacancies. If a director shall die, resign or be removed, and the Board shall not have voted to decrease number of Board members as a result of the vacancy thereby created, such vacancy shall be filled within thirty (30) days by appointment by the President with the advice and consent of the Board in accordance with Article VII Section 1(c).

Section 6. Resignation: Any Board member may resign at any time by giving written notice of such resignation to the President.

Section 7. Annual Meeting of the Board: The annual meeting of the Board shall be held within thirty (30) days after the annual meeting of the Club, or at such time as the Board shall approve, and on a date and at a time and place, to be fixed by the Board. Notice of the date, time, and place of such annual meeting, and the matters to be covered, shall be mailed to the Board members not less than ten (10) days prior to such meeting.

Section 8. Regular Meetings of the Board: The Board may also hold regular meetings at such date, time, and place to be fixed by the Board. Notice of the date, time and place of such regular meetings shall be mailed to the Board members not less than ten (10) days prior to such meeting.

Section 9. Special Meetings of the Board: A special meeting of the Board may be called at any time by the President, or upon written request of three (3) Board members addressed to the Secretary. Whenever possible, notice of the date, time, and place of such special meeting, and the matters to be covered, shall be mailed to all Board members fifteen (15) days prior to such meeting; however, notice of such special meeting may be sent by fax or electronic mail not less than five (5) business days prior to the meeting. Except as otherwise provided in these bylaws, only matters specified in the notice may be transacted at a special meeting of the Board.

Section 10. Quorum: At all meetings of the Board, a majority of the entire Board shall constitute a quorum for the transaction of business. As used herein, "entire Board" means the total number of Board members entitled to vote, inclusive of vacancies.

Section 11. Action of the Board: The action of a majority of the Board members present at any meeting at which there is a quorum present shall be the act of the Board, except as otherwise provided in these bylaws. Any Board member may participate in a Board meeting by means of a conference telephone or similar device by which all members can hear all others participating in the meeting at the same time. Any Board action may be taken without a meeting if all Board members consent to such action in writing.

Section 12. Organization: The President shall preside at all meetings of the Board at which he or she is present. In the absence of the President, other Board officers shall preside as provided in these bylaws.

Section 13. Compensation: All Board members shall serve without compensation, except that:

(a) Directors and officers may be reimbursed for their reasonable expenses incurred on behalf of the Club and in accordance with established policies and procedures.
(b) Directors and officers may be compensated for specified services provided to the Club with the prior approval and written authorization of the Board.

ARTICLE VII - OFFICERS

Section 1. Election. Term. Removal. Resignation of Officers:

(a) The officers of the Club shall be: President, Vice President, Secretary, and Treasurer. Such officers shall be elected annually at the annual meeting of the Club. Each officer shall take office immediately after the annual meeting and shall hold office until the next annual meeting of the Club and until a successor is elected and qualified.
(b)
(1) Any officer may be removed from office, with or without cause, by a two-thirds (2/3) vote of the Board.
(2) The authority of an officer to act in such capacity may be suspended for cause by a majority vote of the Board members then in office.
(3) Any officer may resign at any time by giving written notice of such resignation to the Board.
(c) Between annual meetings of the Club, if any officer shall die, resign or be removed, the Board shall fill any vacancy thereby created within thirty (30) days by electing by simple majority a successor officer or officers who shall serve until the next annual meeting of the Club.

Section 2. Duties: The officers shall perform the duties prescribed by these bylaws, in addition to the duties prescribed by the parliamentary authority adopted by the Board in accordance with Article XVII.

(a) The President:
(1) shall serve as Chief Executive Officer of the Club;
(2) shall preside at meetings of the Board when present;
(3) shall appoint all committee chairmen, subject to the approval of a majority of the Board members present at any meeting of the Board;
(4) shall serve ex-officio as a member of all committees, except the Nominating Committee; and
(5) shall jointly with the Secretary (or, in the absence of the Secretary, jointly with the Treasurer) sign or cause to be signed those contracts or obligations of the Club which are required to be so signed by law or by determination of the Board in accordance with Section 1 of Article XIII.
(b) The Vice President:
(1) shall, in the absence of the President, preside at all meetings of the Board;
(2) shall, in case of vacancy in the office of president and until such vacancy is filled in accordance with Article VII Section 1(c), serve as President of the Club;
(3) shall be responsible for long-range planning for the Club; and
(4) shall perform such other duties as may be assigned to the Vice President by the Board.
(c) The Secretary:
(1) shall be responsible to issue notices of all meetings;
(2) shall be responsible for recording the minutes of all meetings and furnishing to the Board a report of such meetings;
(3) shall have charge of such books, documents and papers as the Board may determine;
(4) shall make available to the Board at all times all records assigned to the Secretary;
(5) shall arrange for any public audit of the books of the Club as requested by the Board, as required by these bylaws or the laws of the State of New York;
(6) shall jointly with the President sign or cause to be signed all written contracts and obligations of the Club which are required to be signed by law or by determination of the Board in accordance with these bylaws;
(7) shall be responsible for the corporate seal of the Club;
(8) shall perform such other duties as may be assigned to the Secretary by the Board.
(9) whenever any bylaws committee, appointed by the Board in accordance with Section 3 of Article IX, shall report its recommendations to the Board.
(d) The Treasurer:
(1) shall serve as Chairman of the Finance Committee;
(2) shall be responsible for the collection of all monies due the Club;
(3) shall be responsible for depositing funds in the name of the Club in such institution or institutions as are authorized by the Board;
(4) shall be responsible for paying all bills which have been approved by the Board or authorized by committees;
(5) shall keep complete and accurate accounts of receipts and disbursements of the Club, and shall render statements of such accounts and make reports to the Board of the financial condition of the Club when requested;
(6) shall present at the annual meeting a financial statement;
(7) shall jointly with the President (in the absence of the Secretary) sign or cause to be signed those contracts and obligations of the Club which are required to be signed by law or by determination of the Board;
(8) shall arrange for the proper type and amount of bonds for those who handle the funds and property of the Club;
(9) shall arrange for the type and amount of insurance necessary for the protection of the property and other interests of the Club; and
(10) shall perform such other duties as may be assigned to the Treasurer by the Board.

ARTICLE VIII - NOMINATION AND ELECTION OF OFFICERS AND DIRECTORS

Section 1. Nominations. The Nominating Committee, appointed in accordance with Section 6 of Article IX, shall nominate candidates for the following positions: President; Vice President, Secretary; Treasurer; and Directors. Directors shall be nominated to fill vacancies on the board from the retiring class of Directors completing their three-year term, as defined by Article VI Section 4 (a), and any other Director vacancies. Any Officer or Director may be renominated. Multiple nominations may be made at the discretion of the Nominating Committee.

Section 2. The Nominating Committee shall file its report with the Secretary not later than the last day of August, which shall include at least one nomination for each officer, director whose term will expire, and other director vacancies.

Section 3. The Secretary shall notify the members of the report of the Nominating Committee not later than ten (10) business days prior to the date of the annual meeting.

Section 4. Independent nominations for any or all of the positions set forth in Section 1 of this Article VIII may be filed with the Secretary not later than three (3) business days prior to the date of the annual meeting, and must be signed by at least ten (10) members.

Section 5. Elections.

(a) All members, except honorary members as defined in Article III Section 4(a), may vote in elections of the Club and on matters which require the vote of membership of the Club.
(b) Votes must be cast in person at the annual meeting of the Club, and may be by a show of hands or by voice vote.
(c) A plurality with total in excess of 40% of the votes cast in each election shall determine the candidate who shall be elected. If such a plurality does not exist, a runoff will be held in which the candidate receiving the lowest number of votes is removed from the running, and this process repeated until a plurality with total in excess of 40% does exist.

ARTICLE IX - COMMITTEES

Section 1. Members: Persons appointed to any committee shall be members in good standing of the Club, shall serve for a term of one (1) year, and may serve successive terms. The Chairman of any committee, except as otherwise specified in these bylaws, may make appointments to the committee to serve any special needs of the committee.

Section 2. Standing Committees:

(a) The following committees shall be standing committees of the Club: Finance, Membership, Nominating, Program, and Auditing.
(b) The Board may form additional standing committees as it may determine necessary to conduct the business of the Club.
(c) The chairman of each standing committee, except the Finance Committee as specified in Section 2(d)(7) of Article VII, shall be nominated by the President subject to the approval of a majority of the Board.
(d) Each standing committee shall have all the authority of the Board with respect to the powers delegated to it by the Board or these bylaws, consistent with the laws of the State of New York.

Section 3. Special Committees: The Board may form Special Committees necessary in its discretion to conduct the business of the Club. Each Special Committee shall have only the power and authority specifically delegated to it by the Board.

Section 4. Finance Committee:

(a) The Finance Committee shall consist of no fewer than three (3) members of the Club, including the Treasurer, serving as its Chairman.
(b) The Finance Committee shall:
(1) supervise the accounting practices of the Club;
(2) prepare a budget for each fiscal year and submit it to the Board at least two weeks prior to the annual meeting of the Board; and
(3) supervise all matters relating to investments, subject to policies established by the Board.

Section 5. Membership Committee:

(a) The Membership Committee shall consist of no fewer than four (4) members of the Club.
(b) The Membership Committee shall:
(1) be responsible for the timely and efficient processing of all applications for membership and appropriate correspondence relating to the installation of new members;
(2) be responsible for maintaining an accurate and up-to-date membership database including mailing addresses; and
(3) be responsible for the planning and implementation of membership development in the Club.

Section 6. Nominating Committee:

(a) The Nominating Committee shall consist of no fewer than three (3) members of the Club. The Chairman will select committee members with the approval of the Board no later than July 31 of each year. The members of the Club shall be notified of the individuals appointed to serve on the Nominating Committee.
(b) The Nominating Committee shall nominate candidates for the positions as set forth in Section 1 of Article VIII, and in no event shall a member of the nominating committee be nominated for any such positions.

Section 7. Program Committee:

(a) The Program Committee shall consist of no fewer than three(3) members of the Club.
(b) The Program Committee shall be responsible for planning programs of the Club.

Section 8. Auditing Committee:

(a) An Auditing Committee of three members shall be appointed by the President no later three months after the beginning of each year.
(b) It shall be the duty of the Auditing Committee to audit the Treasurer's accounts at the close of the fiscal year and to report at the annual meeting.

ARTICLE X - AWARDS

Section 1. The Club may recognize with awards any individual or group of individuals for distinguished service to the Club or to enhance the aims and objectives of the Club.

Section 2. Recipients of an award of the Club shall be selected by the Board or by a special committee of the Board established for that purpose.

Section 3. Awards shall be presented annually, or more or less often at the determination of the Board.

ARTICLE XI - AMENDMENTS

Section 1. Amendment of the Certificate of Incorporation:

(a) Amendments or revisions of the Certificate of Incorporation shall be considered whenever either twenty (20) members or three (3) Board members shall submit in writing to the Secretary the proposed amendments or revisions, and the reasons therefore.
(b)
(1) The Secretary shall submit any proposed amendments or revisions for the approval of the Board at an annual, regular or special meeting of the Board.
(2) A copy of the proposed amendments or revisions shall be enclosed with the notice of such meeting mailed to the Board members in accordance with Sections 7, 8, or 9 of Article VI.
(c)
(1) Any proposed amendments or revisions which shall have been approved by the vote of two-thirds (2/3) of the Board present at an annual, regular or special meeting of the Board shall be submitted for the approval of the members at an annual or special meeting of the Club, in accordance with Article V.
(2) A copy of the proposed amendments or revisions shall be mailed to the members in accordance with Article V.
(d) The affirmative vote of two-thirds (2/3) of the members present at an annual or special meeting of the Club shall be required to amend or revise the Certificate of Incorporation.
(e) Notwithstanding anything contained herein to the contrary, the following amendments to the Certificate of Incorporation may be authorized by or pursuant to authorization of the Board rather than the members:
(1) to specify or change the location of the office of the Club;
(2) to specify or change the post office address to which the Secretary of State shall mail copy of any process against the Club served upon him; or
(3) to make, revoke or change the address of the registered agent of the Club.

Section 2. Amendment of the bylaws:

(a) Amendments or revisions of the bylaws shall be considered:
(1) whenever twenty (20) members shall submit in writing to the Secretary proposed amendments or revisions and the reasons therefor, or
(2) whenever any bylaws committee, appointed by the Board in accordance with Section 3 of Article IX, shall report its recommendations to the Board.
(b) In either such case, the Secretary shall submit at the next meeting of the Board the proposed amendments or revisions.
(c) If a proposed amendment or revision shall have been approved by the vote of two thirds (2/3) of the Board members present at a meeting of the Board, the President shall hold a special meeting of the Board within sixty (60) days; provided, however, that if the proposed amendments or revisions are approved by the Board sixty days(60) prior to the annual meeting, such proposed amendments of revisions will be submitted to the annual meeting of the Club.
(d) At least twenty (20) days in advance, the Secretary shall notify all members that a meeting is called for the purpose of voting on the proposed amendments or revisions, a copy of which shall be enclosed with such notice.
(e) The affirmative vote of two-thirds (2/3) of the members present at such meeting shall be required to amend or revise the bylaws. When adopted, such amendments or revisions shall become effective thirty (30) days thereafter.

ARTICLE XII - AGENTS AND REPRESENTATIVES

The Board may appoint such agents and representatives of the Club with such powers and to perform such acts and duties on behalf of the Club as the Board may see fit, so far as may be consistent with these bylaws and to the extent authorized or permitted by law.

ARTICLE XIII - CONTRACTS, CHECKS, BANK ACCOUNTS AND INVESTMENTS

Section 1. Contracts: The Board, except as otherwise provided in these bylaws or by law, may authorize any Officer, employee or agent of the Club to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Club. Such authority may be general or confined to a specific instance. Unless authorized by the Board pursuant to this Section 1, no Officer, employee or agent shall have any power or authority to bind the Club by any contract or engagement, or to pledge its credit, or render it liable pecuniarily, for any purpose or to any amount.

Section 2-. Loans: The Club shall not borrow money, whether by issuing notes, bonds or otherwise, except with the approval of the Board.

Section 3. Banks and Checks: The Board shall from time to time and as necessary select such banks or depositories as it shall deem proper for the funds of the Club. The Board shall determine who shall be authorized from time to time on the Club's behalf to sign checks, drafts or other orders for the payment of money.

Section 4. Investments: The funds of the Club may be retained in whole or in part in cash, or may be invested and reinvested from time to time in such property, real, personal or otherwise, or stocks, bonds or other securities, but only as the Board or its designated committee may deem desirable.

ARTICLE XIV - INDEMNIFICATION

Section 1. In General: The Club shall indemnify each member of its Board, as described in Article VI hereof; each of its Officers, as described in Article VII hereof; any employee designated for indemnification by the Board; and each person serving at the request of the Club as a director, officer, partner or employee of another corporation, partnership, joint venture, trust or other enterprise (hereinafter all referred to, for the purposes of this Article XIV only, as "directors and officers''), for the defense of civil or criminal actions or proceedings, in a manner and to the fullest extent now or hereafter permitted by the Not-For-Profit Corporation Law of the State of New York.

Section 2. Applicability Every reference in this Article XIV to Directors or Officers of the Club shall include every present and former Director and Officer thereof. This indemnification provision shall apply to all the judgments, fines, amounts in settlement, and reasonable expenses, whenever arising, allowable as described above. The right of indemnification herein provided for shall be in addition to any and all rights to which any director or officer of the Club otherwise might be entitled, and the provisions hereof shall neither impair nor adversely affect such rights.

Section 3. Insurance: The Board shall obtain insurance to cover the Club's obligation to indemnify executives and to insure directors or officers in the event that they are held liable under circumstances in which indemnification is not available.

ARTICLE XV - FISCAL YEAR

The fiscal year of the Club shall be January 1 to December 31.

ARTICLE XVI - LIMITATIONS

Section 1. Exempt Activities: Notwithstanding any other provision of these bylaws, no Board member, officer, employee or representative of the Club shall take any action or carry on any activity by or on behalf of the Club not permitted to be taken or carried on by an organization exempt from Federal income tax under Code Section 501(a), as an organization described in Code-Section 501(c)(7).

Section 2. Prohibition Against Sharing in Corporate Earnings. No Board member, officer or employee of the Club, or other persons connected with the Club, or any other private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the Club, provided that this shall not prevent either the payment to any such person of reasonable compensation far services rendered to or for the benefit of the Club or the reimbursement of expenses incurred by any such person on behalf of the Club, in connection with effecting any of the purposes of the Club; and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Club. All such persons shall be deemed to have expressly consented and agreed that upon such dissolution or winding up of the affairs of the Club, whether voluntary or involuntary, the assets of the Club, after all debts have been satisfied, then remaining in the hands of the Board, shall be distributed, transferred, conveyed, delivered and paid over, in such amounts as the Board may determine, or as may be determined by a court of competent jurisdiction upon the application of the Board.

ARTICLE XVII - PARLIAMENTARY AUTHORITY

The rules contained in the most current edition of Robert's Rules of Order Newly Revised shall govern the Club in all cases to which they are applicable and in which they are not inconsistent with the laws of the State of New York, the Certificate of Incorporation of the Club, these bylaws and any special rules of order which the Club may adopt.
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