ny tech meetup bylaws

8/8/2019 NY Tech Meetup Bylaws

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BYLAWS

OF

NY TECH MEETUP, INC.

TABLE OF CONTENTS

Page

ARTICLE I

NAME............................................................................................................................1

ARTICLE II

OFFICES.......................................................................................................................1

Section 1. Principal Office.............................................................................................1Section 2. Other Offices.................................................................................................1

ARTICLE III

OBJECTIVES................................................................................................................1

ARTICLE IV

NONPARTISAN ACTIVITIES....................................................................................1

ARTICLE V

MEMBERSHIP..............................................................................................................2

Section 1. Eligibility for Membership...........................................................................2

Section 2. Meetings........................................................................................................2

Section 3. Notice of Meetings........................................................................................2

Section 4. Advance Notice of Class B Members’ Nominees for Director....................2Section 5. Quorum, Adjournment of Meetings..............................................................3

Section 6. Organization..................................................................................................3Section 7. Voting and Action by Members ...................................................................3Section 8. Special Action by Class A Members............................................................4

ARTICLE VI

DIRECTORS.................................................................................................................5

Section 1. Powers...........................................................................................................5

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Page

Section 2. Number.........................................................................................................5

Section 3. Election and Term of Office.........................................................................5Section 4. Removal........................................................................................................6

Section 5. Resignation...................................................................................................6Section 6. Vacancies and Newly Created Directorships................................................6

Section 7. Place and Time of Meetings.........................................................................6

Section 8. Notice of Meetings........................................................................................6Section 9. Quorum and Voting......................................................................................6

Section 10. Action by the Board of Directors................................................................7

ARTICLE VII

COMMITTEES..............................................................................................................7Section 1. Committees of the Board of Directors..........................................................7

Section 2. Meetings and Action of Committees............................................................7

Section 3. Term of Office..............................................................................................8Section 4. Vacancies......................................................................................................8

Section 5. Quorum.........................................................................................................8

Section 6. Rules.............................................................................................................8Section 7. Limitations....................................................................................................8

ARTICLE VIII

OFFICERS.....................................................................................................................9

Section 1. Officers.........................................................................................................9Section 2. Election and Term of Office.........................................................................9

Section 3. Subordinate Officers.....................................................................................9

Section 4. Removal and Resignation...........................................................................10Section 5. Vacancies....................................................................................................10

Section 6. Chairman of the Board................................................................................10

Section 7. President......................................................................................................10

Section 8. Vice President.............................................................................................10Section 9. Treasurer.....................................................................................................10

Section 10. Secretary...................................................................................................11

Section 11. Assistant Treasurers and Assistant Secretaries.........................................11ARTICLE IX

INDEMNIFICATION OF DIRECTORS, OFFICERS,

EMPLOYEES AND OTHER AGENTS.....................................................................11

Section 1. Definitions...................................................................................................11Section 2. Successful Defense by Agent......................................................................12

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Page

Section 3. Actions Brought by Persons Other than the Corporation...........................12

Section 4. Actions Brought by or on Behalf of the Corporation.................................12Section 5. Determination of Agent's Good Faith Conduct..........................................13

Section 6. Limitations..................................................................................................13Section 7. Advance of Expenses..................................................................................14

Section 8. Contractual Rights of Nondirectors and Nonofficers.................................14

Section 9. Insurance.....................................................................................................14Section 10. Fiduciaries of Corporate Employee Benefit Plan.....................................14

ARTICLE X

RECORDS AND REPORTS.......................................................................................14

Section 1. Maintenance and Inspection of Certificate and Bylaws.............................14Section 2. Maintenance and Inspection of Other Corporate Records..........................15

Section 3. Inspection by Directors...............................................................................15

ARTICLE XI

CONTRACTS, CHECKS AND GIFTS......................................................................15

Section 1. Contracts.....................................................................................................15

Section 2. Checks, Drafts, Etc.....................................................................................15

Section 3. Gifts.............................................................................................................16

ARTICLE XII

FISCAL YEAR............................................................................................................16

ARTICLE XIII

CONSTRUCTION AND DEFINITION.....................................................................16

ARTICLE XIV

AMENDMENTS.........................................................................................................16

Section 1. Amendments by the Board of Directors.....................................................16

Section 2. Amendments by Class A Members.............................................................16

ARTICLE XV

MISCELLANEOUS PROVISIONS............................................................................16

Section 1. Representation of Shares of Other Corporations........................................16Section 2. Inspection of Bylaws...................................................................................17

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BYLAWS

OF




BYLAWS

OF


ARTICLE I

NAME

The name of the corporation shall be NY Tech Meetup, Inc. (the “Corporation”).

ARTICLE II

OFFICES

Section 1. Principal Office

The office of the Corporation shall be at the location set forth in the certificate of

incorporation or at another location chosen by the board of directors.

Section 2. Other Offices

The board of directors may at any time establish branch or subordinate offices at any place or

places where the Corporation is qualified to do business.

ARTICLE III

OBJECTIVES

The objectives of the Corporation shall be to promote the technology industry in New York

for its people and the world and shall include promoting a common business purpose within the

meaning of Section 501(c)(6) of the Internal Revenue Code of 1986, as amended (the “Code”) or thecorresponding provision of any future United States internal revenue law.

ARTICLE IV

NONPARTISAN ACTIVITIES

The Corporation has been formed under the New York Not-for-Profit Corporation Law (the

“NPCL”) for the purposes described above, and it shall be nonprofit and nonpartisan. No substantial part of the activities of the Corporation shall consist of lobbying or propaganda, or otherwise

attempting to influence legislation, except as provided in Section 501(h) of the Code, and the

Corporation shall not participate or intervene in (including publishing or distributing statements) any



political campaign on behalf of any candidate for public office except as provided in Section 501(h)

of the Code.

The Corporation shall not, except in an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes described above.

ARTICLE V

MEMBERSHIP

Section 1. Eligibility for Membership

There shall be two classes of members: class A members and class B members. Class A members

shall consist of the entire board of directors. The board of directors may establish criteria for class B

membership, including a schedule of dues, as well as procedural requirements for prospective classB members. Class B membership shall be open to all persons interested in the purposes of the

Corporation who meet the criteria and fulfill any procedural requirements established by the board of

directors. A member may be both a Class A member and a class B member.

Section 2. Meetings

Each class of members shall hold an annual meeting called by the board of directors for the election

of directors in accordance with these bylaws and the transaction of other business assigned to the

members under these bylaws at the place and time fixed by the board of directors. Special meetingsshall be held whenever called by the board of directors, the chairman of the board or, for class A

members, by written demand, to the secretary, from class A members entitled to cast thirty three per

cent of the total number of votes entitled to be cast at the meeting.

Section 3. Notice of Meetings

Written notice of the place and time of any meeting shall be given to each member entitled to vote at

the meeting by either e-mail or other electronic posting, first class mail, postage prepaid, or by personal delivery, and for class B members, such other means as the board of directors determines.

Notice of special meetings shall indicate the purpose for which they are called and the person or

persons calling the meeting. Notice need not be given to any member who submits a signed waiver of notice whether before or after the meeting or who attends the meeting without protesting prior to

the conclusion of the meeting the lack of notice. Other than provided in Section 4 notice of any

meetings shall be sent not less than ten nor more than fifty days before the date of the meeting.

Section 4. Advance Notice of Class B Members’ Nominees for Director

(a) Written notice of any annual meeting at which class B members will elect directors shall

be given at least sixty (60) days prior to the date of the meeting to each class B member entitled tovote at such meeting in the manner provided in Section 3.

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(b) A class B member desiring to nominate a person(s) for election as director of the

Corporation at an annual meeting shall deliver to the chairman of the nominating committee thename of the person(s) to be nominated by such means reasonably provided by the nominating

committee, not less than fifteen (15) nor more than sixty (60) days prior to the date of the annualmeeting.

(c) In no event shall the postponement or adjournment of an annual meeting, or any

announcement of the postponement or adjournment, commence a new period (or extend any time period) for the giving of notice as provided in this Section 4.

(d) The chairman of the board or, in the absence of the chairman of the board, the president,or in the absence of the chairman of the board and the president, the vice-president designated by the

board of directors to perform the duties and exercise the powers of the president, shall preside at any

meeting of class B members and, in addition to making any other determinations appropriate to the

conduct of the meeting, shall have the power and duty to determine whether notice of nominees has been duly given in the manner provided in this Section 4 and, if not so given, shall direct and declare

at the meeting that such nominees are not properly before the meeting and shall not be considered.The board of directors or a committee thereof may adopt by resolution the rules, regulations and

procedures for the conduct of class B members’ meetings and the election of directors as it shall

deem appropriate.

Section 5. Quorum, Adjournment of Meetings

At all meetings of class A members, a majority of the members, present in person or by proxy, shall

constitute a quorum for the transaction of business. At all meetings of class B members, the lesser of

one hundred members or one-tenth of the total members, present in person or by proxy, shallconstitute a quorum for the transaction of business. In the absence of a quorum, a majority of the

members present in person or by proxy may adjourn the meeting. If the time and place for the

adjourned meeting are announced at the original meeting, notice of the adjourned meeting shall be atthe discretion of the board of directors. At the adjourned meeting, any business may be transacted

which might have been transacted at the meeting as originally called.

Section 6. Organization

The chairman of the board shall preside at all meetings of the members; in the absence of the

chairman, the members shall choose an acting chairman of the board. The secretary of the

corporation shall act as secretary at all meetings of the members; in the absence of the secretary, the

chairman of the board shall appoint an acting secretary.

Section 7. Voting and Action by Members

(a) At any meeting of the class A members, each class A member present in person or by proxy shall be entitled to one vote (subject to the provisions hereof). Upon demand of any member,

any vote for directors or upon any question before the meeting shall be by ballot.

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(b) Class B members shall only be entitled to vote, either in person or by proxy, for the

election of certain directors as provided in Article VI, Section 3. Class B members shall otherwise benon-voting and shall not be entitled to vote on any other matter unless specifically provided for by

the board of directors. Every vote for directors by class B members shall be taken by ballots, each of which shall state the name of the class B member or proxy voting and such other information as may

be required under the procedure established for the meeting. Every vote taken by ballots shall becounted by an inspector or inspectors appointed by the chairman of the meeting. The Corporation

may, and to the extent required by law, shall, in advance of any meeting of class B members, appoint

one or more inspectors to act at the meeting and make a written report thereof. The Corporation maydesignate one or more persons as alternate inspectors to replace any inspector who fails to act. If no

inspector or alternate is able to act at a meeting of class B members, the person presiding at the

meeting may, and to the extent required by law, shall, appoint one or more inspectors to act at themeeting. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath

faithfully to execute the duties of inspector with strict impartiality and according to the best of his or

her ability. Each inspector shall:

(i) Determine the number of votes outstanding, the number of votes represented

at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies;

(ii) Receive votes, ballots, or consents;

(iii) Hear and determine all challenges and questions in any way arising in

connection with the right to vote;

(iv) Count and tabulate all votes or consents; and

(v) Do any other acts that may be proper to conduct the elections or votes with

fairness to all class B members.

(c) Except as otherwise provided by law or by these bylaws, any corporate action authorized by a majority of the votes cast at a meeting of class A members at which a quorum is present shall be

the act of the members.

(d) The members may take action without a meeting by unanimously signing a written

consent setting forth the action taken.

Section 8. Special Action by Class A Members

The following actions require the approval of class A members by the specified proportion of votes:

(a) an amendment of or change to the certificate of incorporation or a petition for judicial

dissolution shall be approved by a majority of the votes cast at a meeting of class A members;

(b) disposition of all, or substantially all, of the assets of the corporation; approval of a plan

of merger or consolidation; authorization of a plan of non-judicial dissolution; or revocation of a

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voluntary dissolution proceeding shall be approved by two-thirds of the votes cast at a meeting of

class A members; provided that the affirmative votes cast in favor of any of these actions shall be atleast equal to the minimum number of votes necessary to constitute a quorum. Blank votes or

abstentions shall not be counted in the number of votes cast.

ARTICLE VI

DIRECTORS

Section 1. Powers

The board of directors shall manage the affairs and property of the corporation in accordance with

the purposes and limitations set forth in the certificate of incorporation.

Section 2. Number

The number of directors constituting the entire board of directors shall be thirteen (13). The board of

directors may increase or decrease the number by amendment of the bylaws, but no decrease shallshorten the term of any incumbent director.

Section 3. Election and Term of Office

The initial directors shall be the persons named in the certificate of incorporation and they shallserve until the first annual meeting of the members called by the board of directors. One (1) director

shall be appointed or hired by the board of directors to serve at the pleasure of the board of directors

as the Executive Director. Each director shall hold office for a term of three (3) years and be elected

at the annual meeting of the class B members, except for the initial board of directors, as providedherein. All directors elected by class A members shall be nominated by a nominating committee and

voted in by a majority of class A members. All directors elected by class B members shall benominated by class B members as provided in Article V, Section 4 and the nominee (or nominees, in

the case of Class 1 Directors) receiving the highest number of votes shall be elected to the board.

The terms of the directors shall be staggered as follows: the initial directors on the thirteen (13)

member board of directors shall be divided into three (3) groups as provided by a nominating

committee, with the first group containing two (2) directors elected by class A members as well astwo (2) directors elected by the class B members (“Class 1 Directors”); the second group containing

three (3) directors elected by class A members as well as one (1) director elected by the class B

members (“Class 2 Directors”); and the third group containing three (3) directors elected by class Amembers as well as one (1) director elected by the class B members (“Class 3 Directors”). The initial

Class 1 Directors and the initial Executive Director shall have their terms expire at the annual

meeting of class B members in 2010; the initial Class 2 Directors shall have their terms expire at the

annual meeting of class B members in 2011; and the initial Class 3 Directors shall have their termsexpire at the annual meeting of class B members in 2012.

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Section 4. Removal

The board of directors, by vote of a majority of the entire board of directors may remove any

director for cause at any special meeting of the board of directors called for that purpose. Class Amembers, by vote of a majority of the entire class A membership, may remove any director withoutcause at the annual meeting of class A members or at a special meeting called for that purpose.

Section 5. Resignation

Any director may resign from office at any time by delivering a resignation in writing to thechairman of the board, and the acceptance of the resignation, unless required by its terms, shall not

be necessary to make the resignation effective.

Section 6. Vacancies and Newly Created Directorships

The board of directors, by vote of a majority of the directors then in office, may elect directors to fill

any newly created directorships and any vacancies on the board of directors. Except in the case of

resignation or removal, directors so elected shall serve until the next annual meeting of the membersat which the election of the directors is in the regular order of business and until the election of their

successors.

Section 7. Place and Time of Meetings

The board of directors shall hold four meetings, to be held quarterly at a time and place chosen by

the board of directors. The chairman of the board or any other officer may call a special meeting at

any time and shall specify the time and place of the meeting.

Section 8. Notice of Meetings

Notice of the time and place of each regular, special or annual meeting of the board of directors, and,

to the extent possible, a written agenda stating all matters upon which action is proposed to be taken,shall be given to each director by mail, telephone, facsimile, electronic mail or other electronic

posting no less than forty-eight hours before the time at which the meeting is to be held; provided,

however, that under exigent circumstances notice shall be given upon such shorter period asdetermined by the chairman of the board. Notice of a meeting need not be given to any director who

submits a signed waiver of notice whether before or after the meeting, or who attends the meeting

without protesting, prior to the meeting or at its commencement, the lack of notice.

Section 9. Quorum and Voting

At all meetings of the board of directors, a majority of the entire board of directors shall constitute a

quorum for the transaction of business. Except as otherwise provided by law or these bylaws, at anymeeting of the board of directors at which a quorum is present, the vote of a majority of the directors

present at the time of the vote shall be the act of the board of directors. However, the following

actions may be taken only if authorized as specified:

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(a) the purchase, sale, mortgage or lease of real property shall be authorized by vote of two-

thirds of the entire board of directors;

(b) the sale, lease, exchange or other disposition of all, or substantially all, the assets of thecorporation shall be authorized by vote of two thirds of the entire board of directors and by thesupreme court in the judicial district or the county court in the county where the Corporation has its

office or conducts its activities;

(c) an amendment or change of the certificate of incorporation shall be authorized by vote of

a majority of the entire board of directors;

(d) a petition for judicial dissolution or the revocation of voluntary dissolution proceedings

shall be authorized by vote of a majority of the directors then in office.

Section 10. Action by the Board of Directors

(a) Any action required or permitted to be taken by the board of directors or by any of its

committees may be taken without a meeting if all members of the board of directors or thecommittee consent in writing to the adoption of a resolution authorizing the action. The resolution

and the written consents shall be filed with the minutes of the proceedings of the board of directors

or committee.

(b) Participation of one or more directors by conference telephone or similar equipment

allowing all persons participating in the meeting to hear each other at the same time shall constitute presence at a meeting.

ARTICLE VII

COMMITTEES

Section 1. Committees of the Board of Directors

The board of directors, by resolution adopted by a majority of the directors then in office,

provided a quorum is present, may create one or more committees, each consisting of three or moredirectors and no persons who are not directors, to serve at the pleasure of the board of directors.

Appointments to committees of the board of directors shall be by majority vote of the directors then

in office. The board of directors may appoint one or more directors as alternate members of any

such committee, who may replace any absent member at any meeting of the committee.

Section 2. Meetings and Action of Committees

Meetings and actions of committees of the board of directors shall be governed by, held andtaken in accordance with the provisions of these bylaws concerning meetings and other actions by

the board of directors, except that the time for regular meetings of such committees and the calling

of special meetings of such committees may be determined either by resolution of the board of

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directors or, if there is none, by resolution of the committee of the board of directors. Minutes of

each meeting of any committee of the board of directors shall be kept and shall be filed with thecorporate records. The board of directors may adopt rules for the government of any committee,

provided they are consistent with these bylaws, or in the absence of rules adopted by the board of directors, the committee may adopt such rules.

Section 3. Term of Office

Each member of a committee shall continue as such until his successor is appointed, unless

the committee shall be sooner terminated, or unless such member be removed from such committee,

or unless such member shall cease to qualify as a member thereof.

Section 4. Vacancies

Vacancies in the membership of any committee may be filled by appointments made in themanner as provided in the case of the original appointments.

Section 5. Quorum

Unless otherwise provided in the resolution of the board of directors designating acommittee, a majority of the whole committee shall constitute a quorum and the act of a majority of

the members present at a meeting at which a quorum is present shall be the act of the committee.

Section 6. Rules

Each committee may adopt rules for its own government not inconsistent with these bylaws

or with rules adopted by the board of directors.

Section 7. Limitations

Each committee may only take action in accordance with its charter. Notwithstanding the

foregoing, no committee may:

(a) fill any vacancies on the board of directors or on any committee;

(b) fix compensation of the directors for serving on the board of directors or on any

committee;

(c) amend or repeal bylaws or adopt new bylaws;

(d) amend or repeal any resolution of the board of directors which by its express terms is not

so amendable or repealable;

(e) appoint any committees of the board of directors or the members thereof;

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(f) expend corporate funds to support a nominee for director after there are more people

nominated for director than can be elected;

(g) approve any transaction (1) to which the Corporation is a party and one or more directorshave a material financial interest; or (2) between the Corporation and one or more of its directors or between the Corporation or any person in which one or more of its directors have a material

financial interest; or

(h) submit to members any action requiring members’ approval.

Section 8.Committees of the Corporation

The board of directors may appoint other committees, including an advisory committee, consisting

of at least two directors voted in by a majority of the board of directors and can be comprised of

class A or B members selected or volunteered from the membership.

ARTICLE VIII

OFFICERS

Section 1. Officers

The officers of the Corporation shall be a chairman of the board, a president, one or morevice presidents (the number thereof to be determined by the board of directors), a secretary, a

treasurer and such other officers as may be elected in accordance with the provisions of this Article

VIII. Except insofar as their duties may conflict, any two or more offices may be held by the same

person, except that neither the secretary nor the treasurer may serve concurrently as the president or chairman of the board.

Section 2. Election and Term of Office

The officers of the Corporation, except such officers as may be appointed in accordance with

the provisions of Section 3 or Section 5 of this Article VIII, shall be chosen annually by the board of

directors, and each shall hold his or her office until he or she shall resign or shall be removed or otherwise disqualified to serve, or his or her successor shall be elected and qualified, subject to the

rights, if any, of an officer under any contract of employment. New offices may be created and

filled at any meeting of the board of directors. Each officer shall hold office until that officer's

successor shall have been duly elected and shall have qualified or until that officer resigns.

Section 3. Subordinate Officers

The board of directors may appoint such other officers, including one or more assistantsecretaries and one or more assistant treasurers, as it shall deem desirable, each such officer to have

the authority and perform the duties prescribed from time to time by the board of directors and to

hold office until he or she shall resign or shall be removed or otherwise disqualified to serve.

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The treasurer shall keep and maintain, or cause to be kept and maintained, adequate and

correct books and accounts of the Corporation's properties and transactions. The treasurer shall sendor cause to be given to the directors such financial statements and reports as are required to be given

by law, by these bylaws or by the board of directors. The books of account shall be open toinspection by any director at all reasonable times.

The treasurer shall deposit, or cause to be deposited, all money and other valuables in the

name and to the credit of the Corporation with such depositories as the board of directors maydesignate, shall disburse the Corporation's funds as the board of directors may order, shall render to

the president, chairman of the board and the board of directors, when requested, an account of all

transactions as treasurer and of the financial condition of the Corporation and shall have such other powers and perform such other duties as the board of directors or these bylaws may prescribe.

If required by the board of directors, the treasurer shall give the Corporation a bond, in the

amount and with the surety or sureties specified by the board of directors, for faithful performance of the duties of the office and for restoration to the Corporation of all of its books, papers, vouchers,

money and other property of every kind in the possession or under the control of the treasurer on hisor her death, resignation, retirement or removal from office.

Section 10. Secretary

The secretary shall keep or cause to be kept the minutes of the meetings of the board of directors in one or more books provided for that purpose, see that all notices are duly given in

accordance with the provisions of these bylaws or as required by law, be custodian of the corporate

records and of the seal of the Corporation, and in general perform all duties incident to the office of

secretary and such other duties as pertain to the office or as prescribed from time to time by the board of directors.

Section 11. Assistant Treasurers and Assistant Secretaries

If required by the board of directors, the assistant treasurers shall give bonds for the faithful

discharge of their duties, in such sums and with such sureties as the board of directors shall

determine. The assistant treasurers and assistant secretaries, in general, shall perform such duties asshall be assigned to them by the treasurer or the secretary or by the president or the board of

directors.

ARTICLE IX

INDEMNIFICATION OF DIRECTORS, OFFICERS,EMPLOYEES AND OTHER AGENTS

Section 1. Definitions

For the purpose of this Article IX:

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(a) "agent" means any person who is or was a director, officer, employee or other agent of

the Corporation; or is or was serving at the request of the Corporation as a director, officer,employee or other agent of another foreign or domestic corporation, partnership, joint venture, trust

or other enterprise; or was a director, officer, employee or other agent of a foreign or domesticcorporation that was a predecessor corporation of the Corporation or of another enterprise at the

request of the predecessor corporation.

(b) "proceeding" means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative; and

(c) "expenses" includes, without limitation, all attorneys' fees, costs and any other expensesincurred in the defense of any claims or proceedings against an agent by reason of his or her position

or relationship as agent and all attorneys' fees, costs and other expenses incurred in establishing a

right to indemnification under this Article IX.

Section 2. Successful Defense by Agent

To the extent that an agent of the Corporation has been successful on the merits in the

defense of any proceeding referred to in this Article IX, or in the defense of any claim, issue or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by

the agent in connection with the claim. If an agent either settles any such claim or sustains a

judgment rendered against him or her, then the provisions of Sections 3 through 5 of this Article IXshall determine whether the agent is entitled to indemnification.

Section 3. Actions Brought by Persons Other than the Corporation

Subject to the required findings to be made pursuant to Section 5 of this Article IX, theCorporation shall indemnify any person who was or is a party, or is threatened to be made a party, to

any proceeding, other than an action brought by, or on behalf of, the Corporation, or by an officer,

director or person granted related status by the Attorney General, or by the Attorney General or by a person granted related status by the Attorney General for any breach of duty relating to assets held in

charitable trust, by reason of the fact that such person is or was an agent of the Corporation, for all

expenses, judgments, fines, settlements and other amounts actually and reasonably incurred inconnection with the proceeding.

Section 4. Actions Brought by or on Behalf of the Corporation

(a) Claims settled out of court . If any agent settles or otherwise disposes of a threatened or pending action brought by or on behalf of the Corporation, with or without court approval, the agent

shall receive no indemnification for either amounts paid pursuant to the terms of the settlement or

other disposition or for any expenses incurred in defending against the proceeding.

(b) Claims and suits awarded against agent . The Corporation shall indemnify any person

who was or is a party, or is threatened to be made a party, to any threatened, pending or completedaction brought by or on behalf of the Corporation, by reason of the fact that the person is or was an

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agent of the Corporation, for all expenses actually and reasonably incurred in connection with the

defense of that action, provided that both of the following are met:

(i) The determination of good faith conduct required by Section 5 of this ArticleIX must be made in the manner provided for in that section; and

(ii) Upon application, the court in which the action was brought must determinethat, in view of all of the circumstances of the case, the agent should be entitled to indemnity for the

expenses incurred. If the agent is found to be so entitled, the court shall determine the appropriate

amount of expenses to be reimbursed.

Section 5. Determination of Agent's Good Faith Conduct

The indemnification granted to an agent in Sections 3 and 4 of this Article IX is conditioned

on the following:

(a) Required standard of conduct . The agent seeking reimbursement must be found, in the

manner provided below, to have acted in good faith, in a manner he or she believed to be in the bestinterest of the Corporation, and with such care, including reasonable inquiry, as an ordinarily

prudent person in a like position would use in similar circumstances. The termination of any

proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or itsequivalent, shall not, in itself, create a presumption that the person did not act in good faith or in a

manner which he or she reasonably believed to be in the best interest of the Corporation or that he or

she had reasonable cause to believe that his or her conduct was unlawful. In the case of a criminal proceeding, the person must have had no reasonable cause to believe that his or her conduct was

unlawful.

(b) Manner of determination of good faith conduct . The determination that the agent did act

in a manner complying with paragraph (a) of this section shall be made by:

(i) the board of directors, by a majority vote of a quorum consisting of directors

who are not parties to the proceeding; or

(ii) the court in which the proceeding is or was pending. Such determination may

be made on application brought by the Corporation or the agent or the attorney or other personrendering a defense to the agent, whether or not the application by the agent, attorney or other person

is opposed by the Corporation.

Section 6. Limitations

No indemnification or advance shall be made under this Article IX, except as provided in

Section 2 or Section 5 of this Article IX, in any circumstance when it appears:

(a) That the indemnification or advance would be inconsistent with a provision of the

certificate of incorporation, a resolution of the board of directors or an agreement in effect at the

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time of the accrual of the alleged cause of action asserted in the proceeding in connection with which

the expenses were incurred, or other amounts were paid, which prohibits or otherwise limitsindemnification; or

(b) That the indemnification would be inconsistent with any condition expressly provided bya court in approving a settlement.

Section 7. Advance of Expenses

Expenses incurred in defending any proceeding may be advanced by the Corporation beforethe final disposition of the proceeding, on receipt of an undertaking by or on behalf of the agent to

repay the amount of the advance unless it is determined ultimately that the agent is entitled to be

indemnified as authorized under this Article IX.

Section 8. Contractual Rights of Nondirectors and Nonofficers

Nothing contained in this Article IX shall affect any right to indemnification to which

persons other than directors and officers of the Corporation, or any subsidiary hereof, may beentitled by contract or otherwise.

Section 9. Insurance

The board of directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Corporation against any liability asserted against or incurred

by the agent in such capacity or arising out of the agent's status as such, whether or not the

Corporation would have the power to indemnify the agent against that liability under the provisions

of this Article IX.

Section 10. Fiduciaries of Corporate Employee Benefit Plan

This Article IX does not apply to any proceeding against any trustee, investment manager or other fiduciary of an employee benefit plan in that person's capacity as such, even though that person

may also be an agent of the Corporation as defined in Section 1 of this Article IX. Nothing

contained in this Article IX shall limit any right to indemnification to which such a trustee,investment manager or other fiduciary may be entitled by contract or otherwise, which shall be

enforceable to the extent permitted by applicable law.

ARTICLE X

RECORDS AND REPORTS

Section 1. Maintenance and Inspection of Certificate and Bylaws

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The Corporation shall keep at its principal executive office, or if its principal executive office

is not in the State of New York, at its principal business office in such state, the original or a copy of the certificate of incorporation and bylaws as amended to date.

Section 2. Maintenance and Inspection of Other Corporate Records

The accounting books, records and minutes of proceedings of the board of directors and anycommittee(s) of the board of directors shall be kept at such place or places designated by the board

of directors, or, in the absence of such designation, at the principal executive office of the

Corporation. The minutes shall be kept in written or typed form, and the accounting books and

records shall be kept either in written or typed form or in any other form capable of being convertedinto written, typed or printed form.

Section 3. Inspection by Directors

Every director shall have the absolute right at any reasonable time to inspect all books,

records and documents of every kind and the physical properties of the Corporation and each of its

subsidiary corporations. This inspection by a director may be made in person or by an agent or

attorney, and the right of inspection includes the right to copy and make extracts of documents.

ARTICLE XI

CONTRACTS, CHECKS AND GIFTS

Section 1. Contracts

The board of directors, except as otherwise provided in these bylaws, may authorize anyofficer or officers, or any agent or agents, to enter into any contract or execute any instrument in the

name and on behalf of the Corporation, and such authority may be general or confined to specificinstances; and unless so authorized by the board of directors, no officer, agent or employee shall

have any power or authority to bind the Corporation by any contract or engagement or to pledge its

credit or to render it liable for any purpose or in any amount.

Section 2. Checks, Drafts, Etc

. All checks, drafts or other orders for payment of money, notes or other evidences of

indebtedness, issued in the name of or payable to the Corporation, shall be signed or endorsed by

such person or persons and in such manner as set forth in Article VIII or as, from time to time, shall be determined by resolution of the board of directors. In the absence of such determination by the

board of directors, such instruments shall be signed by the treasurer or an assistant treasurer and

countersigned by the president or a vice president of the Corporation.

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Section 3. Gifts

The board of directors may accept on behalf of the Corporation any contribution, gift,

bequest or devise for the general purposes or for any specific purpose of the Corporation.

ARTICLE XII

FISCAL YEAR

The fiscal year of the Corporation shall begin on the first day of January and end on the lastday of December in each year.

ARTICLE XIII

CONSTRUCTION AND DEFINITION

Unless the context requires otherwise, the general provisions, rules of construction and

definitions in the NPCL shall govern the construction of these bylaws. Without limiting thegenerality of the above, the masculine gender includes the feminine and neuter, the singular number

includes the plural, the plural number includes the singular, and the term "person" includes both the

Corporation and a natural person.

ARTICLE XIV

AMENDMENTS

Section 1. Amendments by the Board of Directors

The board of directors, by vote of a majority of the entire board of directors, may amend

these bylaws at any meeting, provided that notice of the proposed amendment has been included in

the notice of meeting.

Section 2. Amendments by Class A Members

Class A members may amend these bylaws at the annual meeting of class A members,

provided that notice of the proposed amendment has been included in the notice of meeting. A vote

by class A members entitled to cast two-thirds of the votes shall be required to change, with respect

to meetings of either the directors or class A members, the quorum requirement or the proportion of votes necessary for the transaction of business or any specified item of business.

ARTICLE XV

MISCELLANEOUS PROVISIONS

Section 1. Representation of Shares of Other Corporations

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The president, or such other officers as the board of directors may select for that purpose, are

authorized to vote, represent and exercise on behalf of the Corporation all rights incident to any andall voting securities of any other corporations owned by of the Corporation. The authority herein

granted to said officers to vote or represent on behalf of the Corporation any and all voting securitiesheld by the Corporation in any other corporations may be exercised either by such officers in person

or by any person authorized to do so by proxy or power of attorney duly executed by such officer.

Section 2. Inspection of Bylaws

These bylaws, as amended or otherwise altered to date, certified by the secretary shall be

open to inspection by the directors at all reasonable times during office hours.

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CERTIFICATE OF ADOPTION OF BYLAWS

OF


Certificate by Secretary of Bylaws

The undersigned hereby certifies that he/she is the duly elected, qualified and acting secretaryof NY Tech Meetup, Inc. and that the foregoing bylaws, comprising seventeen (17) pages, are the

true and correct bylaws of the Corporation.

IN WITNESS WHEREOF, the undersigned has hereunto set his/her hand this May [ ], 2010.

[ ], Secretary

ny tech meetup bylaws

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