By Laws of the Gay Coaches Alliance

BY-LAWS

GAY COACHES ALLIANCE, INC.

Adopted: September 12, 2022

Amended: (1)

BY-LAWS

GREATER GREENWICH GCA OF COMMERCE, INC.

ARTICLE I

GENERAL

SECTION 1: NAME.

This New York Not-For-Profit Corporation shall be known as the “Gay Coaches Alliance, Inc.”, also referred to herein as “GCA”.

SECTION 2: PURPOSE.

The Gay Coaches Alliance is organized to achieve the objectives of:

Maintaining, promoting and furthering the interests of a professional association of gay coaches for gay men; to inspire, develop and empower vibrant practices and elevate the professional standards of gay coaches; to develop a new generation of leadership; to foster and cherish a spirit of brotherhood among gay coaches; to promote greater understanding and appreciation of the profession of gay coaching in the greater society and promote new cultural shifts and changes; to hold monthly collaborative coaching, sharing of tools and skills, co-createevents and an annual conference to promote fellowship and community.

We name our history as an organization comprised primarily of white, gay, English-speaking cis-men with economic and educational priviledge from the United States and Canada. And, we aspire to greater inclusion of GBTQ male-identified coaches across differences of race, ethnicity, national origin, citizenship, immigration status, economic means, physical ability, neuro-diversity, physical appearance, body size, age, and religion.

Nothing contained in this certificate (or application) shall authorize or empower the corporation to perform or engage in any act or practice prohibited by the General Business Law, Section 340, or other antimonopoly or antitrust statute of the State of New York.

ARTICLE II

MEMBERSHIP

SECTION 1: ELIGIBILITY.

To be a member, one must identify as a GBTQ+ man and work as a coach or in allied helping professions, or use coaching as a key component of their work.

SECTION 2: TYPES OF MEMBERSHIP.

(a) Regular Voting Members. Members must identify as a GBTQ+ man and work as a coach or in allied helping professions, or use coaching as a key component of their workshall be eligible for a regular membership, with dues at such rate or rates, schedules or formula as may from time to time be prescribed by the Board of Directors.

(b) Other Classes of Members. The Board of Directors may create other classes of voting or non-voting members.

SECTION 3: PRIVILEGES OF MEMBERSHIP.

Regular Voting Members. Regular Voting Members shall have and enjoy all rights, benefits and privileges accruing under these by-laws, the rules and regulations of the GCA, and the laws of the State of New York by virtue of their membership in the GCA, including the right to vote.

SECTION 4: ACCEPTANCE FOR MEMBERSHIP.

Applications for membership shall be completed and submitted on forms provided for

that purpose. The membership committeeshall review allapplications and follow the approval process established and maintained by the committee.

Any applicant accepted shall become a member upon payment of the regularly scheduled dues, as provided in ARTICLE III hereof.

SECTION 5: RULES, REGULATIONS, RESOLUTIONS AND LIMITATIONS.

The Board of Directors may at any time and from time to time adopt, amend, alter and repeal rules, regulations, and resolutions, governing and limiting the number of memberships, the scope of membership privileges, and such other matters, whether or not relating to membership, as the Board of Directors may determine to be in the best interest of the GCA.

SECTION 6: VOTING RIGHTS .

Only voting members in good standing shall have the right to vote. Each such voting member shall have one vote, which may be cast by absentee ballot under such rules and regulations as the Board of Directors may adopt. A voting member may vote by proxy, as described in these by-laws.

SECTION 7: ANNUAL GENERAL MEETING.

The purpose of the annual general meeting of the members is to elect directors, to transact such other business as may properly come before the voting members, and to bring together the general membership of the GCA. The annual meeting of the members of the GCA shall be held during the month of May at such date and time as is designated by the Board of Directors, or by the President in the absence of the designation by the Board. The annual meeting of the members for any year shall be held no later than thirteen (13) months after the last annual meeting of the members. However, failure to hold an annual meeting in a timely manner shall in no way affect the terms of officers or directors of the GCA or the validity of actions of the GCA.

SECTION 8: REGULAR MEETINGS.

Regular meetings of members shall be held on the second Thursday day of each month at 4 p.m. U.S. Eastern time zone. Members may participate via video conference, telephone or similar communications equipment by which all participants can hear each other at the same time and such participation shall constitute presence in person at the meeting.

SECTION 9: SPECIAL MEETINGS.

Special meetings of members may be called by the Secretary upon the request of the President, the Executive Committee or a majority of the Board of Directors or upon written request of at least (10%) ten percent of members in good standing. The purpose of each special meeting shall be stated in the notice and may only include purposes which are lawful and proper for members to consider. If the purpose of the special meeting is to amend the by-laws, then the notice of the special meeting shall be accompanied by a written form of proxy which an absent member may sign and return.

SECTION 10: PLACE OF MEETING

The Board of Directors may designate any place, either within or outside of the State of New York, or virtually as the place of meeting for any meeting of the members.

SECTION 11: NOTICE OF MEETING OF MEMBERS.

Written notice stating the place, date and time of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered personally, by first class mail or by email not less than ten (10) business days before the date of the meeting. Notice shall be given by or at the direction of the President or the Secretary or the person calling the meeting, to each member of record entitled to vote at the meeting. If mailed,

such notice shall be deemed to have been delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the GCA with postage thereon prepaid. If emailed, such notice shall be deemed to have been delivered when sent.

SECTION 12: WAIVER OF NOTICE.

A written notice of waiver signed by a member, whether before or after the meeting, shall be equivalent to the giving of such notice. Attendance of a member at a meeting shall constitute a waiver of notice of such meeting, except when the member attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

SECTION 13: ACTION WITHOUT MEETING.

Any action of the members may be taken without a meeting, without prior notice and without a vote, if a consent in writing setting forth the action so taken is signed by all of the members of the GCA. Written consent thus given by all members entitled to vote shall have the same effect as a unanimous vote of members and any certificate with respect to the authorization or taking of any such action which is delivered to the Department of State shall recite the authorization was by unanimous written consent, pursuant to Section 614 of the Not-For-Profit Corporation Law of the State of New York.

SECTION 14: MEMBER QUORUM; MANNER OF VOTING.

Unless otherwise required in the Certificate of Incorporation, fifty (50%) percent of the voting members, appearing in person, by proxy or by absentee ballot, shall constitute a quorum at an annual or special meeting of members, either virtual or in-person. If a quorum is present, unless otherwise provided by law or in the Certificate of Incorporation, the affirmative vote of a majority of the members at the meeting entitled to vote on the subject matter shall be the act of the members. After a quorum has been established at a meeting, the subsequent withdrawal of members, so as to reduce the number of members entitled to vote at the meeting below the number required for a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof. If a quorum is not present when a meeting starts, then a majority of the voting members at the meeting may adjourn the meeting from time to time without further notice until a quorum is present.

SECTION 15: PROXIES.

Every voting member may authorize another person or persons to act for him by proxy. Every proxy shall be submitted in writing or electronically and shall be signed by the voting member or his/its otherwise duly authorized attorney-in-fact and received by the GCA no less than 10 days before any meeting. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the voting member executing it, except as otherwise provided by New York Not-For-Profit Corporation Law Section 609.

SECTION 16: RESIGNATION AND TERMINATION OF MEMBERS.

Any member may resign from the GCA by filing a signed letter of resignation with the Secretary. Resignation shall not relieve a member of unpaid dues or other charges previously accrued.

(b) Any member may be expelled by the Board of Directors for nonpayment of dues.

(c) Any member who violates the by-laws, rules, or regulations of the GCA, or who conducts himself or itself in a manner calculated to discredit the GCA or to bring the GCA into bad repute before the public, or whose conduct is prejudicial to the aims or repute of the GCA, or whose conduct makes him or it objectionable to the members of the GCA, may, after notice and opportunity for a hearing is given to the member, be either suspended, denied any or all privileges of membership, or expelled from the GCA by vote of a majority of the Board of Directors.

ARTICLE III

INITIATION FEES AND DUES

SECTION 1: INITIATION FEES

Initiation fees, if any, shall be determined and published by the Board of Directors from time to time. Initiation fees may differ between classification and categories of membership. The applicable initiation fee shall be payable at the time of application and shall accompany the application form.

SECTION 2: ANNUAL DUES.

There are two categories of membership: Standard Membership is for those who are new to coaching or working as a part-time coach. Standard Membership fees are $24.99/a quarter or $75/a year (pay annually for a 25% discount). Pro Membership is for members working as a coach as their main profession. Pro Membership fees are $49.99/quarter or $150/a year (pay annually for a 25% discount).

Annual dues may be changed by vote of a majority of the Board of Directors at the annual meeting. Dues shall be due and payable per the membership level payment plan, and shall be deemed delinquent if not paid within thirty (30) days thereafter.

ARTICLE IV

BOARD OF DIRECTORS

SECTION 1: GENERAL POWERS.

Subject to the limitations of the Certificate of the Incorporation, these By-laws, and the New York Not-For-Profit Corporation Law concerning corporate action that must be authorized or approved by the voting members of the GCA, all corporate powers shall be exercised by or under the authority of the Board of Directors, and the management and affairs of the GCA shall be controlled by the Board of Directors. Wherever used in these By-laws the word “Board” shall mean the Board of Directors.

SECTION 2: NUMBER, QUALIFICATION, ELECTION AND TENURE.

The Board of Directors shall be appointed by the Initial Directors listed in the Certificate of Incorporation at the Organizational Meeting. Each director shall be at least 18 years of age. The number of directors of the GCA shall be not less than three (3) and not more than nine (9). All directors shall serve 2-year terms and may serve up to three (3) consecutive terms. All directors shall hold office until their successors are elected and qualified. Directors shall be elected by the voting members of the GCA at the annual meeting of members, in accordance with the following procedure:

(a) Nominating Committee. Each year the President of the GCA will appoint a nominating committee of two (2) members of the Board of Directors. The committee will then meet prior to the next annual meeting of members and select a slate of candidates to run for election to the directorships which will become vacant at said meeting. Each candidate must be a regular member in good standing and must have agreed to accept the responsibility of the directorship so nominated. Any member in good standing may nominate himself to serve on the Board.

(b) Nominations. The slate of the nominating committee shall be presented at the annual meeting of the members. After the slate has been presented, any member of the GCA may nominate from the floor any regular member in good standing for election to a vacant directorship.

(c) Voting. The secretary shall preside at all elections. The manner of voting: e.g., by voice vote, paper ballot, etc., shall be prescribed by the presiding officer.

SECTION 3: ANNUAL MEETINGS

The Board of Directors shall hold its annual organizational meeting virtuallyfollowing the annual general meeting of members, for the purpose of the election of officers and the transaction of such other business as may come before the meeting.

SECTION 4: REGULAR MEETINGS

Regular meetings of the Board of Directors shall be held at least quarterly at such time and at such place as shall be determined from time to time by the Board of Directors.

SECTION 5: SPECIAL MEETINGS

Special meetings of the Board of Directors may be called by the President, Secretary or one third of the directors. The person or persons authorized to call special meetings of the Board of Directors may fix a reasonable time and place for holding them.

SECTION 6: PARTICIPATION VIRTUALLY

Directors may participate in meetings of the Board of Directors by means of a conference telephone, video conferencing, or similar virtual communications equipment by which all persons participating can hear each other at the same time, and participation by such means shall constitute presence in person at such a meeting.

SECTION 7: ACTION WITHOUT MEETING.

Any action of the Board of Directors may be taken without a meeting if a consent in writing setting forth the actions so taken, signed by all of the Directors is filed in the minutes of the Board of Directors. Such consent shall have the same effect as a unanimous vote.

SECTION 8: NOTICE AND WAIVER.

Notice of any special meeting shall be given at least ten (10) business days prior thereto by written notice delivered personally, by mail or email to each director at his business address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage prepaid. If notice is given by email, such notice shall be deemed to be delivered when the email is sent. Any Director may waive notice of any meeting, either before, at, or after such meeting by signing a waiver of notice. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting and waiver of any and all objections to the place of such meeting or the manner in which it has been called or convened, except when a Director states at the beginning of the meeting any objection to the transaction of business because the meeting is not lawfully called or convened.

SECTION 9: QUORUM AND VOTING.

A majority of the Directors in office shall constitute a quorum for the transaction of business. The vote of a majority of Directors present at a meeting at which a quorum is present shall constitute the action of the Board of Directors. If less than a quorum is present, then a majority of those Directors present may adjourn the meeting from time to time without notice until a quorum is present.

SECTION 10: VACANCIES.

Any vacancy occurring in the Board of Directors may be filled by an affirmative vote of a majority of the remaining Directors even though it is less than a quorum of the Board of Directors, unless otherwise is provided by law or the Certificate of Incorporation. When a vacancy occurs during a term, the secretary shall receive nominations from the remaining Directors at least 10 business days prior to the next regular meeting of directors. The Secretary shall send the nominations to the directors along with the meeting notice and the nomination(s) shall be voted on at said meeting. A Director elected to fill a vacancy shall hold office until the next election of Directors by the members. Any directorship to be filled by reason of an increase in the number of Directors shall be filled by election at the annual meeting of the members or a special meeting of members called for that purpose.

SECTION 11: REMOVAL

Any Director may be terminated due to excessive absences or two unexcused absences from board meetings in any 12-month period by a majority vote of the Board at any regular meeting thereof. A director may be terminated for other reasons only by a vote of 75% of the remaining directors. At any meeting of members called expressly for that purpose, any Director or Directors may be removed from office, with or without cause, by vote of the majority of the voting members then entitled to vote at an election of directors. New directors may be elected by the voting members for the unexpired terms of Directors removed from office at the same meetings at which such removals are voted. If the voting members fail to elect persons to fill the unexpired terms of removed Directors, and if the members did not intend to decrease the number of Directors to serve on the Board, then the vacancies unfilled shall be filled in accordance with the provisions in these By-laws for vacancies.

ARTICLE V

OFFICERS

SECTION 1: OFFICERS.

The officers of the GCA shall be President, President-elect (formerly Vice President),a Secretary and a Treasurer, each of whom shall be elected or appointed by the directors of the corporation at their annual organizational meeting to serve for one year, and until their successors are elected and qualify. The Past President will serve on the Board of Directors. A President and such other officers as may be deemed appropriate may be elected or appointed by the Board of Directors from time to time. Any two (2) or more offices may be held by the same person, except the offices of President and Secretary. A failure to elect an officer shall not affect the existence of the GCA. Any person appointed to the office of President, President-Elect (formerly Vice President), a Secretary and a Treasureror to any office corresponding thereto must be a member in good standing of the Board of Directors of the GCA to hold such office.

SECTION 2: REMOVAL

Any officer may be removed from office at any time, with or without cause, on the affirmative vote of a majority of the Board of Directors whenever, in its judgment, the best interests of the GCA will be served thereby.

SECTION 3: VACANCIES

Vacancies in office, however occasioned, may be filled at any time by election by the Board of Directors for the unexpired terms of such offices.

SECTION 4: DUTIES

The duties of the officers shall be as follows:

President. The President shall be the GCA’s principle executive officer and shall exercise general supervision and control over all the business and affairs of the GCA. The President shall have the following specific powers and duties:

To preside at all meetings of the members at which he is present;
To preside at all meetings of the Board of Directors at which he/they is present;
To have general and active management of the business and affairs of the GCA;
To see that all orders and resolutions of the Board are carried into effect;

(v) To execute bonds, mortgages, deeds of trust, and other contracts;

To have general superintendence and direction of all the other officers of the GCA and of the agents and employees thereof, and to see that their respective duties are properly performed;
To operate and conduct the business and affairs of the GCA according to the orders and resolutions of the Board of Directors, and according to his or her own discretion whenever and wherever it is not expressly limited by such orders and resolutions;
To submit a report of the operations of the GCA to the Directors at the regular meeting, and an annual report thereof to the members at the annual meeting, and from time to time report to the Directors all matters within his or her knowledge that should be brought to their attention in the best interests of the GCA.

In addition to the foregoing, the President may sign membership certificates, and shall have such other powers, duties, and authority as may be set forth elsewhere in these By-laws and as may be prescribed by the Board of Directors from time to time, or which may be necessary to execute and carry out the foregoing powers and duties.

(b) President-Elect (formerly Vice-President).The President-Elect shall exercise the powers and perform the functions that are from time to time assigned by the President or the Board of Directors.

(c) Secretary.The Secretary of the GCA shall be the custodian of and shall maintain the corporate books and records of the GCA and shall be the recorder of the GCA’s formal actions and transactions. The Secretary shall have the following specific powers and duties.

To record or see to the proper recording of the minutes and transactions of all meetings of the Directors and the members, and to maintain separate minute books at the principal office of the GCA, or such other place as the Board of Directors may order, of all such meetings in the form and manner required by law;

(ii) To keep in a virtual repository managed by the GCA, record books showing the details required by law with respect to the membership certificates of the corporation, including ledgers and transfer books showing all memberships issued and transferred, and the date of each issuance and transfer; and also, all other books of the corporation excepting books of account; (iii) To keep in a virtual repository managed by the GCA, open to inspection by members upon request, a copy of the by-laws of the GCA as amended or otherwise altered to date;

(iv) To attest by a signature all corporate documents requiring the same;

To attend to the giving and serving of all notices of the GCA required by law or these by-laws to be given;

(vi) To attend to such correspondence and make such reports as may be assigned to him or her;

In addition to the foregoing, the Secretary shall have such powers, duties and authority as may be set forth elsewhere in these by-laws and as may be prescribed by the President or Board of Directors from time to time, and as may be necessary to execute and carry out the powers and duties above described.

(d) Treasurer. The Treasurer of the GCA shall be its chief fiscal officer and the custodian of its funds, securities, and property. The Treasurer shall have the following specific powers and duties:

(i) To keep and maintain, open to inspection by the President and any Director at all reasonable times, adequate and correct accounts of the properties and business transactions of the GCA, which shall include all matters required by law and which shall be in form as required by law;

(ii) To have the care and custody of the funds and valuables of the GCA and deposit the same in the name and to the credit of the GCA with depositories as the Board of Directors may designate;

(iii) To maintain accurate lists and descriptions of all capital assets of the GCA, including land, buildings and equipment;

(iv) To see to the proper drafting of all checks, drafts, notes and orders for payment of money as may be required in the business of the GCA, and to sign such instruments with the President or Secretary;

(v) To disburse the funds of the GCA for proper expenses, and may be ordered by the Board of Directors, to take the proper vouchers for such disbursements;

(vi) To render to the President and Secretary or to the Board of Directors, whenever they may require it, an account of all his or her transactions as Treasurer, and a financial statement in form satisfactory to them, showing the condition of the corporation.

In addition to the foregoing, the Treasurer shall have such other powers, duties, and authority as may be set forth elsewhere in these by-laws and as may be prescribed by the president or the Board of Directors from time to time, and as may be necessary to execute and carry out the powers and duties above as described.

ARTICLE VI

COMMITTEES

SECTION 1: BOARD COMMITTEES.

The Board of Directors may, by resolution passed by a majority of the entire Board, create committees of the Board, each consisting of at least one director, as it deems appropriate. The President shall have the authority to appoint the Chair of each Board Committee. Each Board Committee shall have the authority of the Board as set forth in these bylaws or any authorizing resolution, except that pursuant to NY Not-For-Profit Law section 712, no committee of any kind shall have authority as to the matters set forth in section 3 below.

SECTION 2: OTHER COMMITTEES

Committees other than committees of the Board shall be committees of the corporation. The Board of Directors may create such committees and appoint members of such committees as the Board deems appropriate. The President shall appoint the Chair of each such committee. Such committees shall have such powers and duties as are lawfully delegated to them by the Board of Directors. Such committees shall not have the authority to bind the Board of Directors.

SECTION 3: LIMITATION OF AUTHORITY

No committee of any kind shall have authority as to the following matters:

The submission to members of any action requiring member’s approval under this chapter;
The filling of vacancies in the board of directors or in any committee;
The fixing of compensation of the directors for serving on the board or on any committee;
The amendment or repeal of the by-laws or the adoption of new by-laws;
The amendment or repeal of any resolution of the board which by its terms shall not be so amendable or repealable;
The election or removal of officers and directors;
The approval of a merger or plan of dissolution;
The adoption of a resolution recommending to the members action on the sale, lease, exchange or other disposition of all or substantially all the assets of a corporation or, if there are no members entitled to vote, the authorization of such transaction;
The approval of amendments to the certificate of incorporation.

SECTION 4: STANDING COMMITTEES

(a) Executive Committee. The four Officers shall serve as the members of the Executive Committee. The Executive Committee is subject to the direction and control of the full Board. Except as to the matters set forth in section 3 above, and any limitations imposed by the full Board, the Executive Committee shall have the full authority of the Board.

Membership Committee. The Membership Committee, including a memberof theBoard, shall consider all applications for membership to the GCA and make recommendations to the Board, keep track of member dues payments, update the Board on a regular basis regarding new members added and resignations, update the Webmaster, work with the welcomecommittee, and perform such other duties as may be assigned by the Board.

(c)Steering Committee for Annual Conference. This committee shall oversee all conference committees, set and monitor the timeline for the annual conference, hold monthly meetings with co-chairs during the period August through May of each year to support their activities.

(d)Other Committees.

(i) Monthly Program Committee

(ii) Welcome Committee

(iii) DEI Committee

(iv) Other committees as deemed necessary.

SECTION 5: MEETINGS

Meetings of the committees may be held without notice at such time and at such place as shall from time to time be determined by the committees. Participation in meetings by means of web conferencing, telephone or similar communications equipment by which all persons participating can hear each other at the same time, and participation by such means shall constitute presence in person at such a meeting.

SECTION 5: VACANCIES.

Vacancies on the committees shall be filled by the committees themselves.

SECTION 6: QUORUM.

At all meetings of each committee, a majority of the committee’s members then in office shall constitute a quorum for the transaction of business.

SECTION 7: MANNER OF ACTING.

The acts of a majority of the members of each committee present at any meeting at which there is a quorum shall be the act of such committee.

SECTION 8: MINUTES.

If requested by the Board of Directors, the committees shall keep regular minutes of their proceedings and report the same to the Board of Directors.

SECTION 9: RULES

Each committee may adopt rules for its own government not inconsistent with these by-laws or with rules adopted by the Board of Directors.

ARTICLE VII

CONTRACTS, CHECKS, DEPOSITS ANDS FUNDS

SECTION 1: CONTRACTS

The Board of Directors may authorize any officer or officers, agent or agents in the GCA, in addition to the officers so authorized in these by-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the GCA, and such authority may be general or confined to specific instances.

SECTION 2: CHECKS, DRAFTS, OR ORDERS FOR PAYMENT

All checks, drafts or orders for payment of money, notes or evidences of indebtedness issued in the name of the GCA shall be authorized by such officer or officers, agent or agents of the GCA in such a manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be authorized by the Treasurer or President of the GCA.

SECTION 3: DEPOSITS

All funds of the GCA shall be deposited from time to time to the credit of the GCA in such banks, trust company, or other Federally insured depositories as the Board of Directors may select.

SECTION 4: GIFTS

The Board of Directors may accept on behalf of the GCA any contribution, gift, bequest, or devise for the general purposes, or for any special purpose, of the GCA.

ARTICLE VIII

BOOKS, RECORDS AND REPORTS

SECTION 1: BOOKS & RECORDS.

The GCA shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors and shall keep in the online document repository on the GCA website a list or report containing the names and addresses of all members, the class or categories of membership of said members and the dates they respectively became members of record.

SECTION 2: INSPECTION OF CORPORATE RECORDS.

Any person who is a voting member of the corporation shall have the right, for any proper purpose and at any reasonable time, on written demand stating the purpose thereof, to examine and make copies from relevant books and records of accounts, minutes, and records of members of the GCA. Upon request by email of any voting member, the GCA shall provide access to such members a copy of the most recent balance sheet and revenue and disbursement statements. If such a request is received by the GCA before such financial statements are available for its last fiscal year, the GCA shall allow access to such financial statements as soon as they become available. Additionally, balance sheets and revenue and disbursement statements shall be stored in a virtual repository maintained by the GCA, shall be kept for at least five (5) years, and shall be subject to inspection during business hours by any voting member or by agent.

SECTION THREE: ANNUAL REPORT.

The Board of Directors shall present at the annual meeting of members a report prepared by either an Audit Committee, the Treasurer or an independent certified public accountant and approved by said chosen representative, showing in appropriate detail the following:

(a) the assets and liabilities, including the trust funds, of the GCA as of the end of the twelve (12)-month fiscal period terminating not more than seven (7) months prior to said meeting;

(b) the principal changes in assets and liabilities, including trust funds, during said fiscal period;

(c) the revenue or receipts of the GCA, both unrestricted and restricted to particular purposes, during said fiscal period;

(d) the expenses or disbursements of the GCA for both general and restricted purposes, during said fiscal period; and

(e) the number of members of the GCA as of the date of the report, together with a statement of increase or decrease in such number during said fiscal period and a statement of the place where the names and places of business of the current members may be found. This report shall be filed with the records of the GCA and a copy thereof entered in the minutes of the proceedings of the annual meeting of members.

ARTICLE X

NONPROFIT OPERATION

The GCA will not have or issue shares of stock. No dividends will be paid. No part of the income or assets of the GCA will be distributed to its members, directors or officers without full consideration. No member of the GCA has any vested right, interest or privilege in or to the assets, property, functions or activities of the GCA. The GCA may contract in due course with its members, directors and officers without violating this provision.

ARTICLE XI

INDEMNIFICATION

The GCA shall indemnify each officer and director, including former officers and directors, to the fullest extent permitted by Article 7 of the Not-For-Profit Corporation Law of the State of New York, as amended, supplemented and construed by the case law of New York.

ARTICLE XII

RULES AND REGULATIONS

All rules and regulations adopted by the Board of Directors or by an authorized committee of the Board of Directors shall be binding upon all members, unless otherwise specified in the rules and regulation. Each rule and regulation shall remain in effect until it is amended, repealed or withdrawn by the Board of Directors or the committee which promulgated it, as the case may be.

ARTICLE XIII

FINANCES

SECTION 1: FUNDS.

All money paid to the GCA shall be placed in a general operating fund.

SECTION 2: DISBURSEMENTS.

Upon approval of the budget, the Treasurer is authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the Board of Directors. Disbursements shall be made by check.

SECTION 3: FISCAL YEAR.

The fiscal year of the GCA shall begin on the 1st day of January and end on the last day of December in each year.

SECTION 4: BUDGET.

The Audit Committee, treasurer or independent certified public accountant shall meet in November of each year to prepare and approve a budget for the coming fiscal year. This budget shall be submitted to the Board of Directors for review and approval at the Board’s December meeting.

SECTION 5: BONDING.

The Treasurer and such officers and staff as the Board of Directors may designate shall be bonded by sufficient fidelity bond in the amount set by the board and paid for by the GCA.

ARTICLE XIV

BY-LAW CHANGES

Pursuant to New York Not-For-Profit Corporation law section 602, the by-laws, or any of them, may be altered, amended or repealed and new by-laws may be adopted at any annual meeting of the voting members or at any special meeting called for that purpose by vote of the majority of the voting members present thereat. The Board of Directors shall have the power, by a majority vote of the entire board, to alter or amend or repeal these By-laws or any of them or to adopt new By-laws, but any action of the Board of Directors may be amended or repealed by the voting members at any annual meeting or at any special meeting called for that purpose. No by-laws adopted by the Board of Directors regulating the election of the Directors or Officers shall be valid unless there shall be set forth in the notice of the next meeting of voting members for the election of Directors the By-law so adopted, amended or repealed, together with a concise statement of the changes made.