The number of members-at-large may be increased or decreased by vote of the members or by a vote of a majority of all the Directors.  No decrease in the number of members-at-large shall shorten the term of any incumbent.

Section 2: Election

At the Annual Meeting of the Corporation and at least thirty (30) days prior (May) to the Annual Meeting (third Sunday in June), the Nominating Committee will submit the required slate of nominees and their biographical statements to the Board.  The slate of nominees shall be from those persons who have presented themselves to the Committee for consideration, consisting of a number of persons no less than the number of seats to be filled.  Should the slate not be filled at the Annual Meeting, the Board may accept nominations from the floor and from any member in good standing.

A ballot of the slate of member-at-large nominees, as well as biographical statements prepared by the nominees, shall be provided to the membership at the Annual Meeting and voted on at that time. The Board of Directors appoints the members-at-large to specific Board positions.

Appointees to an officer position must be a member in good standing for at least one year and must have participated in the organization and such participation shall be defined and approved by a majority of the Board of Directors.

Section 3: Powers and Duties

The Directors shall be responsible for the general management of the property, funds, affairs, and business of RSWNY, Inc. and shall have power and authority, except as may be expressly limited by law, the Corporate Charter, and by these Bylaws.  The Board shall have the power to carry out, or delegate to the President or others, any or all of its power and privileges, and seek the accomplishment of RSWNY, Inc. mission and goals.

Section 4: Directorships and Vacancies

Any Director position, resulting from a vacancy due to, but not limited to, resignation, death, or removal from office, may be filled by a unanimous vote of a quorum of the Directors.  Directors appointed to fill a vacancy shall be elected to hold office for the unexpired term of his or her predecessor.  A Director appointed as a result of an increase in the number of Directors shall hold office until the next Annual Meeting of the Corporation at which time he or she shall be voted in by the membership should he or she decide to run for the position.  Filling a vacancy will not be counted toward the six consecutive years (or two terms) should this same person wish to run for a Board position at the next election. 

Section 5: Resignation

A Director may resign by giving written notice to the Board of Directors, the President, or the Secretary of the Corporation.  Such resignation shall become effective upon receipt of the written notice and shall remain in effect until the following election.

Any Director who misses two consecutive meetings of the Board of Directors, without prior notification to Secretary, shall be considered to have resigned, unless the Board approves an exception.  The Secretary shall advise the Board about a Director who has missed two consecutive Board meetings without prior notification.