Legal Question in Constitutional Law in New York

The meaning of the word ''MAY'' and ''SHALL''

When used in the constitution of an Association, how do the words ''may'' and ''shall'' differ?

The amendment provision of our Association's constitution says:

1. ''The National Council ''may'' decide to invite ALL members of the National Council to vote by mail if ANY of the members are absent''

2. ''Amendments of the constitution and by-laws ''shall'' be adopted by 2/3 majority of the National Councilmembers, who vote within two months of intimation of the amendments''

The question is, from (1) above, is the National Council REQUIRED to invite all National Council members to vote by mail, or does the national council has the OPTION to INVITE OR NOT TO INVITE all members of the national council to vote by mail?

A supplementary question is is the 2/3 majority required of ALL National Council members or, the members who are voting?

In a nutshell, does the word ''may'' provides an OPTION (to invite or not to invite)

Note: The word ''shall'' is used 64 times in the constitution, and every time it implies a mandatory action. On the other hand, the word ''may'' is used 5 times and we are not sureit implies a mandatory action or an optional action.

Thanks for you help

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