BY-LAWS OF MONROE COUNTY SHERIFF POLICE BENEVOLENT ASSOCIATION, INC.
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The name of the corporation is: MONROE COUNTY SHERIFF POLICE BENEVOLENT ASSOCIATION, INC. (the “Corporation”).
Section 1. Principal Office
The principal office of the Corporation shall be in the County of Monroe and the State of New York at Civic Center Plaza, Rochester, New York 14614.
Section 2. Additional Offices
The Corporation shall also have offices at such other places as the Board of Directors may from time to time determine or the business of the Corporation may require.
Section 1. General
The purpose or purposes for which the Corporation is organized are:
(1) To provide for the mutual benefit and protection of its members, to provide for the benevolence and assistance of its members, and to promote social and intellectual discourse among its members, all as may be deemed and considered beneficial by its members.
(2) To promote and provide a bargaining unit for its members, all of whom are deputy sheriffs, deputy sheriff sergeants or deputy sheriff investigators with the Monroe County Sheriff’s Department.
(3) To receive, acquire, hold, own, invest and reinvest any and all such monies, securities, evidences of indebtedness or other property, real or personal, as may from time to time be given, transferred, granted, conveyed or assigned to it by any person, firm, committee, association or corporation, to take by devise or bequest, or otherwise, within the limitations provided by law, any and all property devised, bequeathed or otherwise granted or conveyed to it, to exercise in respect of any and all such property rents, profits and income arising therefrom or accruing thereon, to use, apply and pay over such property, either principal or income, or both, for the purpose of voluntarily aiding and assisting such members of the Monroe County Sheriff Police Benevolent Association, Inc., or the families, relatives or dependents of such members or of deceased members, as the directors of the Corporation may deem worthy and in need of relief of assistance.
(4) To do any other act or thing incidental to or connected with the foregoing purposes or in the advancement thereof, but not for the pecuniary profit or financial gain of its members, directors or officers.
The Corporation, in furtherance of its corporate purposes set forth above, shall have all the powers enumerated in Section 202 of the Not-for-Profit Corporation Law, subject to any limitations provided in the Not-for-Profit Corporation Law or any other statute of the State of New York. Nothing herein shall authorize this Corporation, directly or indirectly, to engage in, or include among its purposes, any of the activities mentioned in Section 404 of the Not-for-Profit Corporation Law which require approval of another agency or organization.
Section 2. Exclusively Charitable Purpose
Notwithstanding any other provisions of these By-Laws, the Corporation is organized exclusively for one or more of the purposes as specified in §501(c)(3) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”), and shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax under Code §501(c)(3) or corresponding provisions of any subsequent Federal tax laws.
Section 3. Private Individuals May Not Personally Benefit
No part of the net earnings of the Corporation shall inure to the benefit of any member, trustee or officer of the Corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Corporation), and no member, trustee or officer of the Corporation or any private individual shall be entitled to share in the distribution of any of the Corporation’s assets on dissolution of the Corporation.
Section 4. Restrictions on Lobbying Activities
No substantial part of the activities of the Corporation shall be carrying on propaganda, or otherwise attempting to influence legislation [except as otherwise provided by Code §501(h)] and the Corporation shall not participate in, or intervene in (including the publication or distribution of statements), any political campaign on behalf of any candidates for public office, except that the Corporation may publicly announce, in any reasonable manner, its endorsement for a candidate.
This provision shall not prevent the Corporation from belonging to any group, organization or affiliation, which as part of its activities may attempt to influence legislation, political campaigns or other similar activities, provided that:
1. such membership or affiliation does not require the expenditure of substantial Corporation funds;
2. detailed records of any such expenditures shall be maintained; and
3. the activity or speech supported with such expenditure shall be reasonably related to, and in furtherance of, the Corporation’s duty to represent members of the bargaining unit.
Section 5. Distribution of Assets on Dissolution
In the event of dissolution, all of the remaining assets and property of the Corporation shall, after payment of necessary expenses thereof, be distributed to another organization or organizations except under Code §501(c)(3), or corresponding provisions of any subsequent Federal tax laws, which has purposes that are similar to the purposes of this organization, or the Federal government or state or local government for a pubic purpose, subject to the approval of a Justice of the Supreme Court of the State of New York.
Section 6. Private Foundation Provisions
In any taxable year in which the Corporation is a private foundation as described in Code §509(a), the Corporation shall distribute its income for said period at such time and manner as not to subject it to tax under Code §4942, and the Corporation shall not: (a) engage in any act of self-dealing as defined in Code §4941(d) or retain any business holdings as defined in Code §4943(c), (b) make any investments in such manner as to subject the Corporation to tax under Code §4944, or (c) make any taxable expenditures as defined in Code §4945(d) or corresponding provisions of any subsequent Federal tax laws.
Section 1. Eligibility
The following full-time, sworn personnel shall be eligible for membership in the Corporation: Police Bureau personnel up to an including the rank of sergeant, and any group similarly employed and voted into the union by a majority of the membership. In the event that any of the above job titles are removed from the collective bargaining unit, personnel holding those titles shall no longer be eligible for membership in the Corporation.
Section 2. Initial Members
The initial membership of this Corporation shall consist of all members of the Police Bureau of the Monroe County Sheriff who indicate a desire to join the Corporation, and who pay the initiation fee and complete the application for membership by October 31, 1998.
Any member has the right to become a non-member. Non-members must still pay the annual dues, plus initiation fee. Any current member can elect to become a non-member during October 1st thru October 21st annually. New members have twenty-one (21) days from the date they sign their membership cards to elect to become non-members. Otherwise, members have to follow the October 1st thru October 21st window. Non-members will be reimbursed by check for issues which are determined to be non-germane to the Corporation’s duties as a collective bargaining unit. Non-members have twenty (20) days from the receipt of this check to challenge in writing to the Board of Directors the amount of the check (Beck Rights).
Section 3. Application for Membership
Application for membership shall be made on a standard application form, which shall include a valid authorization for payroll deduction of dues and the initiation fee if not paid at the time of application.
Section 4. Membership Dues
The biweekly membership dues of the Corporation shall be $25.00 per member. Any change in the dues shall require the approval of the Finance Committee, and then the approval of a majority of the membership at a regular or special meeting.
Section 5. Initiation Fee
The initiation fee shall be $100.00, payable at the time of application, and shall be payable in two consecutive equal payroll deductions or one lump sum payment, at the option of the applying member. If any new member does not complete their probationary phase, some or all of such new member’s initiation fee may be refunded, at the sole discretion of the Board of Directors.
Section 6. Representation of Entire Police Bureau
The Corporation represents the entire Police Bureau of the Monroe County Sheriff at the rank of Sergeant and below, whether or not a person within the Police Bureau who is eligible for membership actually becomes a member. Consequently, all such persons who choose not to become members of the Corporation will still be represented by the Corporation, and as such, will be required to pay the membership dues and initiation fees, but will retain no voting rights. Those persons who choose to become members will also be required to compensate the Corporation for its collective bargaining expenses, to the extent that such expenses are not covered by the membership dues and initiation fees.
Section 7. Confidentiality
The members of the Corporation recognize that in order to afford all members the opportunity to speak freely at its meetings and in internal discussions regarding corporation business and issues concerning representation of the bargaining unit, strict confidentiality of the business of such information and discussions must be maintained. The Board of Directors of the Corporation shall have the power to expel any member who reveals information relating to corporation business or issues concerning representation of the bargaining unit, including but not limited to matters or information discussed at meetings in correspondence or communications to or among members, or in any other form, to any non-member without authorization from the President. The term non-member shall include, but not limited to, members of the Monroe County Sheriff’s Department who are not members of the Corporation, as well as representatives of the news media. Such expulsion shall require a two-thirds (2/3) vote of all members of the Board of Directors members and Unit Representatives, collectively. If the subject of the proposed expulsion is a member of the Board of Directors, he or she shall not have the right to vote on the matter of his or her expulsion. If the Board of Directors shall vote to expel a member, the Secretary shall notify the member in writing within ten (10) days of the decision, and the expelled member shall lose and forfeit all of his or her rights and benefits.
Section 8. Expulsion of Members
In addition to the expulsion of a member for breaching the confidentiality of the Corporation, as set forth in Section 7, supra, a member may be expelled for any conduct deemed detrimental to the Corporation, its interests or the interests of its members. Such expulsion shall require a two-thirds (2/3) vote of all members of the Board of Directors and Unit Representatives, collectively.
Section 9. Appeal of Expulsion Order
An appeal of any expulsion order must be made in writing by the expelled member within thirty (30) days of his or her notification of expulsion, and it must be sent to the President who must set a hearing date within ten (10) days of his receipt of the appeal. The Board of Directors shall serve as the hearing board, and must hold the expulsion valid by a two-thirds (2/3) vote of the Board of Directors members present. If the expulsion is held valid, the member cannot apply for reinstatement for one (1) year from the date of expulsion. Such application for reinstatement must be approved by a two-thirds (2/3) vote of the Board of Directors members present. If the expulsion is not held valid, the member retains all of his or her rights and benefits without any forfeitures.
Section 10. Result of Resignation or Dismissal
Any member of the Corporation who resigns or is dismissed from the Monroe County Sheriff’s Department shall immediately forfeit all benefits, rights and privileges of membership in the Corporation.
Section 1. Regular Meetings of Members
Regular meetings of the Corporation shall be held twice per year, plus one additional annual meeting, with the date, time and location of such meetings to be at the discretion of the Board of Directors. If unusual circumstances dictate, the Board of Directors shall be authorized to cancel or reschedule a meeting.
Section 2. Annual Meeting of Members
The annual meeting of the members of the Corporation shall be held each year not less than 30 days nor more than 60 days following the end of the fiscal year adopted by the Corporation, at which time the members shall then elect a Board of Directors and transact such other business as may properly be brought before the meeting.
Section 3. Election of Board Directors at Annual Meeting of Members
At the annual meetings of members, the members of the Corporation shall elect five (5) members of the Board of Directors, who shall carry out their duties immediately after election thereof and until the next annual meeting of members, or at such sooner time as may otherwise be provided herein, and until a successor has been elected or appointed.
Section 4. Agenda at Annual Meeting of Members
The order of business at the annual meeting of members of the Corporation shall be as follows:
(a) Calling the meeting to order;
(b) Proof of notice of meeting or waiver thereof;
(c) Reading of minutes of last annual meeting;
(d) Reports of officers;
(e) Reports of committees;
(f) Election of directors; and
(g) Transaction of other business.
This order of business may be modified from time to time by the person presiding at such meeting, but such modification may not omit any of these items.
Section 5. Special Meetings
Special meetings of the members of the Corporation for any purpose or purposes may be called by the President, any member of the Board of Directors, or at the request in writing by members entitled to cast more than fifty percent (50%) of the total number of votes entitled to be cast at such meeting. The notice for such meetings shall state the purpose or purposes for such meeting and indicate at whose request the meeting is being called. No business other than the specified in the call for the meeting shall be transacted at any special meeting of the members, except upon the unanimous consent of all the members entitled to notice thereof. Notice of special meetings shall likewise comply with the provisions of Section 7 hereunder.
Section 6. Use of Special Sessions for Regular, Annual and Special Meetings
Given the fact that not all members will be able to attend each meeting because of work considerations, every regular, annual and special meeting shall consist of two (2) sessions, and any action taken as a result of any meeting must be discussed and voted on at both sessions. Any new matters requiring a vote of the membership which are brought up at the second session of a meeting may not be presented as a motion or voted upon until the next regular or special meeting of the Corporation.
Section 7. Notice of Regular, Annual and Special Meetings of Members
Written notice of the place, date and hour of the regular meetings, the annual meeting and the special meetings of the members of the Corporation shall be mailed to the members not less than thirty (30) days nor more than sixty (60) days prior to the date of the meeting, unless sent by first class mail, or E Mail in which case the notice shall be mailed not less than ten (10) nor more than fifty (50) days prior to the date of the meeting. Notice may also be made by posting notices in work areas or by sending notices through intra-departmental mail. Members shall be required to sign in when entering a membership meeting.
Section 8. Adjourned Meetings of Members
The members present may adjourn a meeting despite the absence of a quorum. When a determination of members of record entitled to notice of or to vote at any meeting of members has been made, such determination shall apply to any adjournment thereof unless the Board of Directors fixes a new record date for the adjourned meeting. When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. However, if after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each member of record on the new record date entitled to vote at such meeting.
Section 9. List of Members Entitled to Vote
A list of record of each member entitled to vote, certified by the Secretary, shall be produced at any meeting of members upon the request therefor of any member who has given written notice to the Corporation that such request will be made at least ten days prior to such meeting. If the right to vote at any meeting is challenged, the inspectors of election, or if none, the person presiding thereat, shall require such list or record of members to be produced as evidence of the right of the persons challenged to vote at such meeting, and all persons who appear from such list or record to be members entitled to vote thereat may vote at such meeting.
Section 10. Quorum of Members
At any meeting of the members, the members entitled to cast at least ten percent (10%) of the total number of votes entitled to be cast thereat shall constitute a quorum for the transaction of any business. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any members. The members present may adjourn the meeting despite the absence of a quorum.
Section 11. Voting by Members
Every member shall be entitled to one vote on any matter submitted to a vote of members. Directors shall be elected by a plurality of the votes cast at a meeting of the members entitled to vote in the election as is provided in Section 4 of this Article, and any other Corporation business to be taken by vote of the members shall be authorized by a majority of the votes cast at a meeting of members by the members entitled to vote thereon, except as otherwise required by law. All votes, with the exception of election of officers and contract votes, shall be made viva voce. Elections for a position with the Board of Directors in which a candidate is running unopposed may be taken by hand count, if approved by the majority of the members present at such meeting. A request for a hand count of votes can be made by the President or by any member from the floor. In all matters requiring a vote, other than the election of director and officers, the President or person acting in his or her place shall vote only in the event of a tie. Voting for directors and officers shall be conducted in accordance with the provisions of these By-Laws. Contract ratification votes shall require a ballot vote (a voting machine may be used at the discretion of the negotiating team), and the ballots or record of vote must be kept on file for at least one (1) year following the date of the vote. Unless otherwise stipulated by law or by these By-Laws, all motions will require a majority vote of those present in order to pass.
Section 12. Proxies
Every member entitled to vote at a meeting of members or to express consent or dissent without a meeting may authorize another person or persons to act for them by proxy. Every proxy must be in writing and signed by a duly authorized officer or representative of the member. No proxy shall be valid after the expiration of eleven months from the date thereof, unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the member executing it, except as otherwise provided by law.
Section 13. Record Date
For the purpose of determining the members entitled to vote at any meeting of members or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of any other action by the members, the Board of Directors may fix, in advance, a date as the record date for any such determination of members. Such record date shall not be more than fifty nor less than ten days before the date of such meeting.
Section 14. Written Consent of Members for Action Without a Meeting
Whenever under the New York Not-for-Profit Corporation Law members are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by all of the members entitled to vote thereon.
Section 1. Management by Directors
The business of this Corporation shall be managed by its Board of Directors. All matters affecting policy, aims and means of accomplishing the purposes of the Corporation not specifically set forth in these By-Laws or by action of the members at a regular or special meeting shall be decided by the Board of Directors.
Section 2. Number; Tenure; Initial Board
(a) The number of Directors constituting the entire Board of Directors shall be five (5), or such other number as shall be fixed from time to time by action of a two-thirds (2/3) vote of the members or by a two-thirds (2/3) vote of the entire Board, subject to the limitation that no decrease shall shorten the term of any incumbent director.
(b) Directors shall be elected at the annual meeting of the members, and shall serve for a term of two (2) years each, or until a successor has been elected and qualified. Directors shall be elected by secret ballot, and no absentee ballots will be permitted for the election of Directors. Directors must also be a member in good standing with the Corporation.
Section 3. Resignation or Removal of Directors
Any Director may resign at any time. Except as otherwise provided by law, the Board of Directors may, by majority vote of all Directors then in office, remove a Director for the Cause. The Director who is the subject of the action shall not vote on the issue, and shall not be counted when calculating the outcome of the vote. For purposes of this Section, “cause” shall include, but not be limited to, the following:
(a) The absence from three (3) consecutive meetings of the Board of Directors without a reasonable excuse or an excused absence.
(b) Any reason give by any member that the Board of Directors by a two-thirds (2/3) vote of all members of the Board considers to be “cause”, provided that the Director to be removed is first given notice of the specific failure to perform the duties of his or her office, and then fails to correct such failure within a reasonable time, after which the Board of Directors must again agree to remove such Director by a two-thirds (2/3) vote of all Board members. Any Director who is removed from office pursuant to this paragraph (b) shall have the right to appeal such finding to the membership, by filing a written appeal with the President within thirty (30) days after the vote in favor of his or her removal. In such cases, all interested parties shall be allowed to address the membership, and shall be required to respond to any reasonable questions from the floor. A motion may be made from the floor to override the decision of the Board of Directors, and such motion shall require a majority vote of members present in order to override the decision of the Board.
Subject to applicable provisions of law, any or all of the Directors may be removed with or without cause by a two-thirds (2/3) vote of the members who elected that Director.
Section 4. Newly Created Directorships and Vacancies
Newly created directorships resulting from an increase in the number of directors, and vacancies in Board membership for any reason, may be filled by vote of a majority of the directors then in office regardless of their number. A Director elected to fill a vacancy shall hold office until the next annual meeting of members, at which meeting the election of directors is in the regular order of business and until a successor is elected and qualified.
Section 5. Regular Meetings of Directors
The regular meetings of the Board of Directors shall follow the adjournment of the regular meetings of members and the annual meeting of the members, and at such other times at the call of the President or a majority of the Board of Directors. Any one or more members of the Board may participate in such a meeting by means of a conference, telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the time and such participation shall constitute presence in person at a meeting.
Section 6. Special Meetings of Directors
Special meetings of the Board of Directors may be called by the Chairperson of the Board, if any, or by the President, upon two (2) days notice to each Director, either personally or by mail or by telegram; special meetings shall be called by the Chairman, President or Secretary in like manner and on like notice on the written request of one (1) Director.
Section 7. Notice of Meetings of Directors
Written notice of the place, date and hour of the regular meetings and of the special meetings of the Board of Directors of the Corporation shall be governed by the provisions of the Not-for-Profit Corporation Law of the State of New York, as amended, in effect at the time for such meeting.
Section 8. Quorum of Directors
At any meeting of the Board of Directors, unless otherwise mandated by these By-Laws, a majority of the entire Board shall constitute a quorum for the transaction of any business, and the vote of a majority of the Board of Directors present at the time of a vote, if a quorum is present at such time, shall be the act of the Board of Directors.
Section 9. Compensation
Directors shall serve without stated salary for their services, but by resolution of the Board, may be paid a fixed fee and/or expenses of attendance; and provided, however that nothing herein shall be construed to preclude a Director from receiving compensation from the Corporation for his or her duties in other capacities.
Section 10. Written Consent of Directors for Action Without a Meeting
Whenever under the New York Not-for-Profit Corporation Law directors are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by all of the directors entitled to vote thereon.
Section 1. Officers and Term; Initial Officers
(a) Term. Officers of the Corporation shall be Directors, to hold office for a term of two (2) years, or until a successor has been appointed or qualified. The Directors shall determine among themselves what office each of them will hold. The officers shall consist of a President, Vice President, Second Vice President, Secretary and Treasurer.
(b) Initial Officers and Term. The initial terms for the position of President, Vice President and Treasurer shall be for three years. Thereafter the terms for each office will be two years. The express purpose for this provision is to stagger the terms of office.
Section 2. Authority and Duties
All officers, upon subscribing to an Oath of Officers, shall have such authority and perform such duties in the management of the Corporation as may be provided either in these By-Laws or by the Board of Directors.
Section 3. Compensation
Compensation of officers for duties performed shall be as follows:
President $10,000 annually
Other Members of the Board of Directors $3,000 annually
These amounts may be changed upon a majority vote of the membership present at any appropriately noticed meeting.
Section 4. Vacancies
The Directors shall fill any vacancies occurring in any of said offices during any regular meeting or at any special meeting duly called for such purpose with proper notice to all Directors.
Section 5. President
The President shall be the chief executive officer of the Corporation, and shall have the following duties and responsibilities:
(a) preside over all membership meetings of the Corporation and of the Board of Directors, and represent and speak for all members of the Corporation;
(b) be a member of all committees, except of Elections Committee;
(c) countersign all checks drawn against the funds of the Corporation;
(d) appoint all standing and special committees;
(e) report to the membership periodically, but at least annually, regarding the progress and standing of the Corporation and regarding the President’s official acts; and
(f) authorize any Director to act as co-signer of the Corporation’s checks in the event that the President, Vice President and/or Treasurer are unavailable.
Section 6. Vice President
The Vice President shall have the following duties and responsibilities:
(a) perform all duties as directed by the President;
(b) in the absence of the President, or his inability to perform the duties of his office, preside at all meetings and perform all duties otherwise performed by the President; and
(c) be authorized to act as co-signer of checks drawn against the funds of the Corporation in place of the President or Treasurer.
Section 7. Second Vice President
The Second Vice President shall have the following duties and responsibilities:
(a) attempt to resolve low level employer/employee disputes;
(b) handle grievances at the first level, and assist the President in the furtherance phases of the grievance procedure;
(c) act as liaison between the unit representatives and the Board of Directors;
(d) ensure that members who are on extended sick leave are provided with any available assistance;
(e) assist members in applying for disaster assistance; and
(f) perform other duties as directed by the President.
Section 8. Secretary
The Secretary shall have the following duties and responsibilities:
(a) record and publish minutes of the Board of Directors and membership meetings;
(b) give notice of meetings to the membership;
(c) establish and maintain a mailing list of all members in good standing;
(d) prepare and mail bi-monthly newsletters; and
(e) perform other duties as directed by the President.
Section 9. Treasurer
The Treasurer shall have the following duties and responsibilities:
(a) receive and receipt all monies of the Corporation;
(b) deposit all monies so received in the appropriate financial institution(s) selected by the Board of Directors;
(c) prepare and co-sign checks for authorized Corporation expenditures;
(d) keep an accurate record of receipts and disbursements, and submit a monthly report to the Board of Directors showing deposits, expenditures and current balance(s) of account(s);
(e) report to the members of the financial status of the Corporation at all regular, annual and special meetings of the membership; and
(f) perform other duties as directed by the President.
Section 10. Removal of Officers
Any officer appointed by the Board may be removed by the Board with or without cause, but the procedures of Article VI, Section 3, must be followed for such removal.
Section 1. Number of Unit Representatives
There will be a total of thirteen (13) Unit Representatives as follows:
One (1) representative from each Zone (A, B and C) for each platoon, for a total of nine (9) representatives;
One (1) representative for the Traffic Enforcement Unit and Airport;
One (1) representative for all road Sergeants;
One (1) representative for all investigators, including investigator supervisors; and
One (1) representative for all specialized assignments, such as Staff Services, GRANITE, JTTF, Mounted Unit, Light-duty, and other such assignments as the President may in his discretion declare to be a specialized assignment.
Members of each Unit shall have an opportunity to volunteer to serve as a Unit Representative or to nominate another member. The final decision to appoint a Unit Representative will be made by a majority vote of the Board of Directors present.
Unless a Unit Representative resigns, leaves the bargaining unit or the Unit he or she was appointed to represent, or is removed pursuant to Section 5 of this Article, he or she shall serve a one (1) year term. However, nothing shall prevent the Board of Directors from reappointing a Unit Representative to serve consecutive terms and there is no limit on the number of terms a Unit Representative may serve.
Section 2. Duties of Unit Representatives
Unit Representatives shall be the “first line” contact for the Corporation, and shall assist members with problems at the first line level. In the event that the Unit Representative cannot resolve an issue, he or she shall contact any Officer.
Unit Representatives must be a member of a standing committee and the President shall have the right to assign any representative to any such committee.
Section 3. Right to Attend Meetings of the Directors
Unit Representatives shall have the opportunity to attend regularly scheduled meetings of the Board of Directors, but shall have no voting privileges at such meetings. They may, however, voice ideas or concerns as they affect their unit or the Corporation as a whole. The preceding right does not, however, preclude the Board of Directors from otherwise meeting without the presence of Unit Representatives.
Section 4. Communications by Unit Representatives
Unit Representatives shall be responsible for disseminating Corporation information at the unit level, and the Secretary shall ensure that Unit Representatives receive copies of all pertinent communications.
Section 5: Compensation
Unit Representatives shall be compensated in the amount of $500 per year, to be paid in two checks.
Section 6: Removal
Unit Representatives may be removed for not fulfilling the duties of such position. Such removal shall require a two-thirds (2/3) vote of the Board of Directors present.
Section 1. Standing Committees of the Board of Directors
The President shall appoint Directors and members to the following standing committees: Grievance Committee, Finance Committee, Legislative Committee and Rules Committee.
Section 2. Grievance Committee
The Grievance Committee shall be chaired by the President, who shall oversee the committee and vote in the event of a tie, and shall include the Vice President, and five (5) other members appointed by the President. The Grievance Committee shall be responsible for reviewing all grievances prior to submission for arbitration. The decision on submitting a grievance for arbitration shall rest solely with the Grievance Committee, and a decision to file a grievance for arbitration shall require the approval of a majority of the committee members. An actual meeting is not required, but the Vice President shall inform every other committee member of the issue under consideration and the vote of each member may be obtained via any reasonable method, including via e-mail or telephone. The Grievance Committee shall be authorized to consult with an attorney prior to making a decision. In the event that an unusual circumstance prevents the Grievance Committee from meeting prior to the expiration of the contractual time limits, it is the President’s responsibility to submit the grievance for arbitration.
Any individual unit member must present his or her issue to the committee through their unit representative or a member of the Board of Directors, and any member wishing to meet with or contract the Corporation’s attorneys must first receive permission from the President or Vice President.
Section 3. Finance Committee
The Finance Committee shall be responsible for reviewing the monthly Treasurer’s report, and reporting any inaccuracies to the Board of Directors. The Finance Committee shall also review any requests for expenditures exceeding One Thousand and 00/100 Dollars ($1,000.00), excluding regular expenses authorized in these By-Laws, and for making a recommendation on such expenditures. In January of each year, the Finance Committee shall review the expenses of the previous year, and submit a written report on the condition of the treasury. The Finance Committee shall also make recommendations on any procedural changes it thinks are appropriate. All checks issued by the Corporation must be signed by the President and Treasurer of the Corporation, or by their designee as described in Article VII, Section 5(f), of these By-Laws.
Section 4. Legislative Committee
The Legislative Committee shall be responsible for monitoring all state legislation which may have an effect on the members of the Corporation. The Legislative Committee shall be responsible for directing the activities of the members in all matters dealing with such legislation, and for reporting to the members, on a regular basis, the status of such legislation.
Section 5. Rules Committee
A Rules Committee of five (5) members shall be appointed by the President. This committee must rule on all questions pertaining to the by-laws and other rules of order and procedures as set down by Robert’s Rules of Order. This committee shall serve at the discretion of the President.
Section 6. Other Committees of the Board of Directors
The Board of Directors by resolution adopted by a majority of the entire Board, may designate from among its members such other committees, each consisting of one or more Directors, and each of which, to the extend provided in such resolution, shall have all the authority of the Board, except as to matters prohibited by Section 712 of the Not-for-Profit Corporation Law or by any other section of New York law.
Section 1. Fiscal Year
The fiscal year of the Corporation shall end December 31st of each year, unless otherwise hereafter fixed by the Board of Directors.
Section 2. Checks
All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board Directors may from time to time designate by resolution and/or consent.
Section 3. No Ability of Officers or Members to Bind Corporation
Except to the extent otherwise specified in these By-Laws, no officer or member of the Corporation shall have the power to act as agent for or otherwise bind the Corporation in any way whatsoever, unless specifically authorized in writing by the President.
Section 4. Use of Robert’s Rules of Order
Robert’s Rules of Order, Revised, shall be the guide in all cases to which they are applicable and in which they are not inconsistent with these By-Laws and special rules of the Corporation.
Section 5. Special Rules for Internal Affairs Officers
Members of the Corporation who are assigned to the internal affairs Unit shall not hold any elected office, attend any Board of Directors meetings, be members of any committee of the Corporation, or serve as convention delegates while assigned to that position. Such members shall be permitted to attend regular, annual and special meetings of the members, and shall maintain full voting rights and any other rights as provided by these By-Laws.
Any member in good standing of the Corporation may request legal representation by the Corporation’s attorney, or one designated by the Corporation at either no cost to him/her or on a shared fee basis provided, at the discretion of the Board of Directors as decided by a majority vote of those present:
1) the issue at hand has relevance to the good and welfare of the membership on the whole, or
2) the issue is job related in nature, or
3) it is seen to be in the best interest of the Corporation to provide its attorney. Each request shall be considered individually by the Board of Directors and shall be decided by their majority vote, with not less than three (3) members present and not less than three (3) affirmative votes. No case shall set a precedent for another.
The Board of Directors must be notified of every request by a member to contact the Corporation’s attorneys, and no member shall contact the Corporation’s attorneys without first obtaining approval, except that in exigent circumstances a member may contact the Corporation’s attorneys directly. Such exigent circumstances may include the discharge of a firearm or serious injury to a member, suspect or member of the public.
Section 1. General Provisions
Any officer or Director of the Corporation who is made, or is threatened to be made, a party to any action or proceeding other than one by or in the right of the Corporation to procure a judgment in its favor, whether civil or criminal, including an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any Director or officer of the Corporation served in any capacity at the request of the Corporation, by reason of the fact that he or she, his or her testator or intestate, was a Director or officer of the Corporation, or served such other Corporation, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, is hereby indemnified against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred as a result of such action or proceeding, or any which appeal therein, provided that such Director or officer acted in good faith, for a purpose which he or she reasonably believed to be in, or, in the case of service for any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the Corporation and, in criminal actions or proceedings, in addition, has no reasonable cause to believe that his or her conduct was unlawful.
Section 2. Other Applicable Provisions
It is the intent of these By-Laws to indemnify and hold harmless of officers and directors of this Corporation from any third party actions or claims to the fullest extent provided by Sections 21 o 726 of the Not-for-Profit Corporation Law of the State of New York, and to the extent that officers and directors may be indemnified more than is provided in Section 1 of this Article, such Sections of New York law will govern.
Section 3. Insurance
The Corporation may purchase and maintain insurance to indemnify the Corporation for any obligation that it may occur as a result of this Article.
Section 1. Adoption; Amendment; Repeal
The By-Laws of the Corporation may only be amended by a majority vote of those members present at a properly scheduled and noticed meeting.
Section 2. Procedure
(a) Proposed amendments to the By-Laws may be submitted to the Board of Directors for consideration by submission of a written proposal signed by any ten members.
(b) Any such proposal submitted to the Board of Directors will forward the same for evaluation by the Rules Committee.
(c) The Rules Committee shall submit a written report to the Board of Directors indicating:
1) Whether the proposed amendments to the By-Laws would conflict with any current By-Law.
2) Whether the proposed amendment to the By-Laws would conflict with Robert’s Rules of Order.
3) Whether the proposed amendment would or would not be a detriment to the purposes of the Corporation.
4) The Rules Committee’s recommendation as to approval of the By-Laws.
5) After receiving such report, the proposed amendment may be voted on only if the Rules Committee recommends approval.
6) The proposed By-Law shall be adopted only if majority of those members present at a properly scheduled and noticed meeting approves of the same.
Upon a majority vote of the Board of Directors, the Corporation may elect to provide representation, including use of the Corporation’s attorneys, to retired former members of the bargaining unit and Corporation. The Board shall consider each such request for representation individually and no decision shall serve as precedent or require the Board to provide representation in response to any other request.