Section 5 - Membership council(1) The corporation shall establish a membership council which shall have the powers and duties specified herein. The council shall consist of no less than fifteen nor more than forty-five members. The members of the council shall be elected by vote of the certificate holders as provided in subdivision two of this section at the first annual meeting of such certificate holders and at each annual meeting thereafter. If a vacancy occurs in the membership council through death, resignation or otherwise, the remaining members shall elect a person to fill such vacancy for the unexpired term.(2) Corporations, trusts, associations, partnerships and individuals, including without implied limitation, any banking institution, insurance or surety company, labor union, employers' association, educational institution, utility or railroad, located or authorized to do business in New York may be admitted to membership in the corporation at any time by action of the directors of the corporation. Membership shall be evidenced by membership certificates in amounts of multiples of five hundred dollars. Members shall pay such annual dues as shall be determined by the directors of the corporation. Each member shall have one vote for each five hundred dollars of stated value represented by the membership certificates of such member. Each member entitled to vote may vote by proxy. No voting rights shall arise with respect to any payment or transfer which shall be made to the corporation in the form of a contribution, bequest or devise.(3) The membership council shall elect a chairman from among the members of the council. The council shall meet at the call of the chairman or on petition of any three members thereof. A majority of the council shall constitute a quorum to transact the business of the council. The council shall advise and assist the corporation in carrying out its corporate purposes. It shall coordinate the activities and programs of the corporation with business interests in the community and shall seek to enlist the support and membership of such businesses and of institutional lenders. The council shall have the following additional duties: (a) to cause such studies, research and investigations to be made as it may deem advisable and necessary;(b) to collect and compile information and data relating to the planning and development of urban areas and the investment of private capital therein;(c) to recommend to the corporation the undertaking of specific housing and industrial projects or any combination thereof;(d) to assist and cooperate with municipalities and with civic and planning associations in furtherance of the corporate purposes of the corporation;(e) to recommend to the directors of the corporation persons to serve as directors of subsidiary corporations, pursuant to section nine of this act.(4) All actions of the membership council involving an estimated expenditure of more than one thousand dollars shall be subject to the approval of the directors of the corporation.N.Y. Urban Development Research Corporation Act § 5