Article I – Name
Section 1. This Chapter shall be known as the Broome-Tioga Chapter, NYSARC, Inc., hereinafter called the Chapter; NYSARC, Inc. will hereinafter be called the State Association or the Association.
Article II – Purpose
Section 1. The purpose of the Chapter shall be to act locally for the Association in accordance with the Certificate of Incorporation and By-Laws of the Association and in conformity with its Chapter Manual and such rules, regulations and policies as the Association may from time to time prescribe.
Article III – Territory
Section 1. The territory assigned to the Chapter by the Association is Broome County and Tioga County, subject to any change therein as may be made from time to time by the Board of Governors of the Association.
Article IV – Membership
Section 1. The membership of the Chapter shall consist of all persons who meet the requirements of the By Laws of the Association, who reside in Broome or Tioga County, and who apply for membership in the Chapter. A person shall be eligible for membership both in a community chapter and a developmental center chapter.
Section 2. Life Time members shall be those who contribute, within a period of one year, an amount fixed by the Chapter, and who request such status. Life Time members shall thereafter be exempt from the payment of dues, but shall retain all rights and privileges of membership in the Association, including the right to vote and hold office.
Section 3. The combined Active members in good standing and the Life Time members shall be referred to as “Members.”
Section 4. The annual dues of members shall be those fixed by and paid to the Chapter. A Member shall be one whose dues are current. A member shall be one that is not more than 90 days in arrears. The good standing of a member shall be determined at the time the act for which good standing is required.
Section 5. The Board of Directors may waive the payment of dues for membership in cases of financial hardship.
Section 6. Charges against any member for conduct detrimental to the Chapter or Association shall be referred to the Board of Directors as provided in the By Laws of the Association, Article I, Section 11.
Section 7. The membership listing shall be confidential and shall be kept on file at the Chapter with access by the Treasurer or Secretary. The Secretary shall send to the central office of the Association a copy of the list as required.
Article V – Meetings
Section 1. The Chapter shall hold at least one meeting annually which shall be designated the annual meeting of the Chapter and such other general meetings as the Board of Directors may from time to time designate. The annual meeting shall be held during the month of June in each year.
Section 2. Special meetings of the Chapter membership may be called by the Board of Directors, or on the written request of at least one-third of the Members or 50 Members, whichever is less, delivered to the Secretary. Such request, and the notice of the meeting, shall set forth the purpose for which it is called, and no other business may be transacted at the special meeting.
Section 3. Written notice of each regular or special meeting shall be mailed to each member at least fifteen (15) days before the meeting.
Section 4. Twenty (20) Members shall constitute a quorum for any regular or special meeting.
Article VI – Board of Directors
Section 1. The business and affairs of the Chapter shall be managed by a Board of Directors, consisting of a maximum of twenty-nine persons, each of whom must be a Member, provided that at least three Directors shall be residents of Tioga County and at least three Directors shall be residents of Broome County. In the event that three Directors from either County cannot be identified, the Nominating Committee may waive this requirement with approval from the Board of Directors. No employee may be a member of the Board of Directors. All duly elected officers, the duly elected Directors of the Chapter and the immediate past-president of the Chapter shall constitute the Board of Directors of the Chapter.
Section 2. Regular meetings of the Board of Directors shall be held at least once each month except during July and August. The dates of such regular meetings shall be fixed by the Board at their first meeting after the annual election.
Section 3. Special meetings of the Board of Directors may be called at the President’s discretion, or on the written and signed request of one-third of the Directors delivered to the Secretary. Such request shall state the business to be transacted at the meeting. Notice of a special meeting shall be mailed to each Director at least five days before the date of the meeting. With the consent of the individual Director, their notification may be provided via email, fax, or telephone. The notice shall state the business to be transacted at the meeting, and no other business may be considered there-at.
Section 4. Directors shall be elected for a term of three years. Approximately 1/3 of the Directors shall be elected each year.
Section 5. Forty (40) percent of the Board of Directors shall constitute a quorum for all regular and special Board meetings.
Section 6. All powers herein granted to the Board of Directors are subject to the By-Laws of the State Association and to the Regulations contained in the Chapter Manual of the State Association. Any action of the Board may be reviewed by the Chapter at the next regular or special meeting upon written request to the Secretary of the Board of Directors. Such action may be revised, altered or rescinded by a vote of two-thirds of the Members present provided that no irrevocable right of third parties shall be affected thereby. The minutes of the meeting of the Board of Directors shall be available at the regular meetings of the Chapter membership.
Section 7. A majority of the Board of Directors, or their spouses, should at all times be parents or blood relatives of persons who are mentally retarded or developmentally disabled, as defined in the Association’s By-Laws.
Section 8. The Board of Directors, within the limits of Budget appropriations, may employ professional and other staff. It may delegate to an Executive Director authority to hire all employees.
Section 9. Conflict of Interest. It is the duty of every Board Member to disclose any potential conflict of interest. Whenever a conflict arises, as determined by the Board of Directors, any affected Board Member will withdraw from the decision-making process to the extent of, and for the duration of, the conflict and shall not vote upon any resolution related to the conflict of interest. The question as to whether a conflict of interest has arisen shall be determined by the Board. All Board Members will adhere to the Agency “Conflict of Interest” Policy
Section 10. Participation. Board members are expected to actively support Agency activities and to regularly attend Board meetings.
Section 11. The Board of Directors may from time to time honor persons who have particularly distinguished themselves by long, dedicated and effective service to the Chapter as Members of the Board of Directors by electing such persons by majority vote of the Board as Directors Emeritus of the Chapter for life. A Director Emeritus shall have the rights of a director, including the right to attend meetings, except they are non-voting members. Directors Emeritus will not be counted in determining the size of the elected Board of Directors as provided in Section 1 of Article VI or in determining the existence of quorum of the Board of Directors as provided in Section 5 of Article VI.
Article VII – Executive Committee
Section 1. The Executive Committee of the Board of Directors shall consist of all elected officers of the Chapter, together with three additional members of the Board of Directors to be elected by a majority of the Board. At least one member of the Executive Committee shall be a resident of Tioga County and at least one member of the Executive Committee shall be a resident of Broome County.
Section 2. Meetings of the Executive Committee shall be held at the call of the President, and upon at least five (5) days notice.
Section 3. The Executive Committee shall exercise all powers of the Board of Directors during the intervals between meetings of the Board, except as otherwise provided by these By Laws. All proceedings of the Executive Committee shall be reported to the Board at its next succeeding meeting, and be subject to revision, rescission or alteration by the Board, provided no irrevocable rights of third parties shall be affected by such revision, rescission or alteration. The Secretary shall ensure that minutes of the Executive Committee meetings are provided to all Board Members within thirty (30) days after each meeting.
Section 4. A quorum of the Executive Committee shall consist of five (5) members of the Committee. The affirmative vote of the majority of all members of the Committee present shall be required for the approval of any action.
Article VIII – Officers
Section 1. The officers of the Chapter shall consist of the following: a President, a First-Vice President, a Second Vice-President, a Secretary, a Treasurer, an Assistant Treasurer, and such other officers as the Board of Directors deems necessary.
Section 2. Candidates for Officers shall serve a minimum of two (2) years as Directors before being eligible to become an officer. The nominating committee may waive, for good cause, this requirement with the approval of the Board of Directors.
Section 3. The Board President of the Chapter shall be the Chief Executive Officer of the Chapter and shall preside at all meetings of the Chapter and of the Board of Directors. With the exception of the Nominating Committee which shall be elected as set forth in Article X, the President shall appoint all special committees and the chair of all standing committees, and shall be an ex-officio member of all committees, except the Nominating Committee.
Section 4. The Vice-Presidents, in order, shall perform any or all of the duties of the President in the event of absence or disability, or at the request of the President.
Section 5. In the event of the absence of both the President and the Vice-Presidents from any meeting of the Chapter or of the Board of Directors, the Members of the Board of Directors there present shall elect a chairman pro-tempore.
Section 6. The Treasurer shall oversee the receipt and disbursement of the funds of the Chapter under and by direction of the Board of Directors. The Treasurer shall oversee the preparation and submission of a financial report in writing to the Board of Directors at a meeting in the second quarter after the close of the fiscal year. Such report shall show all receipts, disbursements, assets and liabilities. This financial report shall be made available to any Member, upon a written request.
Section 7. The Treasurer shall ensure appropriate accounting procedures are established and maintained for receipt of all dues and other monies. The Treasurer shall oversee the preparation of a complete roll of the names and addresses of the members, and an account of the dues owed and paid by them, and shall report such account to the Board of Directors at least once each year.
Section 8. The Secretary shall keep the minutes of the Chapter and of the Board of Directors. The Secretary may delegate the duty to take the minutes of the meeting and such other actions as required by the By Laws of the Chapter and the Board of Directors to a person approved by a majority vote of the Board of Directors, who may or may not be an officer or Member of the Board of Directors. The Secretary shall be responsible for said minutes to be kept in an accurate and complete manner.
Section 9. The Secretary shall ensure that all communications from the Chapter, the Board of Directors, Officers and Committees are submitted as required. The Secretary shall serve all notices required by law or by the By-Laws.
Section 10. The signing of checks shall be subject to the following provisions: Payroll checks and checks not exceeding $5,000.00 shall require only one Agency Staff authorized signature, provided however, that a list of such checks with the date, payee, the amount and the purpose of each such check is available to the Treasurer upon request. The one authorized signature may be from a facsimile signature stamp.
All other checks must be signed by the Executive Director and one of the following: President, First Vice-President, Treasurer, Assistant Treasurer, or such other officers who are given the authority to sign checks by the Board of Directors. In the event the Executive Director is not available, two of the approved officers may sign. The Board may designate the Assistant Executive Director - Finance to sign in place of the Executive Director. The Executive Director may use a facsimile signature stamp; however, the officer shall hand sign.
Section 11. The officers shall be elected for a term of one year.
Section 12. All persons receiving or disbursing funds shall be bonded, in an amount fixed by the Board.
Section 13. Officers shall be nominated and elected in the same manner as Directors.
Section 14. In the event of a vacancy in the office of President, the First Vice-President shall succeed to such office. In the event of a vacancy in any other office, including that of Director, the Board of Directors, by a majority vote, may appoint a successor to serve the remainder of the predecessor’s term.
Section 15. An officer or director may be removed by the Board of Directors at a special meeting called therefore, after a hearing upon written charges of malfeasance, nonfeasance or other conduct detrimental to the Chapter referred by at least five members. A copy of the charges shall be served on the person against whom they have been brought not less than ten days before the date of such special meeting. The person against whom charges have been brought may appear at the hearing in person or by counsel. After such hearing, the Board may sustain the charges and remove the officer or director by a two thirds vote, failing which the charges shall be dismissed.
Section 16. No person may be elected to the same office for more than three consecutive terms. This provision may be waived if, upon unanimous recommendation of the Nominating Committee and approved by the Board of Directors, the incumbent’s expertise materially benefits the Board and the Chapter. No compensation may be paid to any officer or director for his service in his office. No employee of the Chapter may be an officer or director thereof, nor serve on its Nominating Committee.
Article IX – Elections
Section 1. At least sixty (60) days prior to the Annual Meeting of the Chapter, the Chair of the Nominating Committee shall deliver to the Secretary of the Chapter the slate of nominees for Officers, Directors and Nominating Committee, together with written acceptance by each of the nominees.
Section 2. The Secretary shall notify Chapter members by mail, at least forty-five (45) days prior to the date of the Annual Meeting, of the names of the nominees as submitted by the Nominating Committee.
Section 3. Other candidates for any of the elected positions may be nominated by a petition designating the office for which election is sought signed by at least thirty (30) Members, provided such petition together with the written acceptance of the nominee is received by the Secretary either personally or by delivery to the Chapter office at least thirty (30) days prior to the Annual Meeting. The candidate must meet the requirement defined in Article VIII.
Section 4. The election of Officers, Directors and members of the Nominating Committee shall take place at the Annual Meeting each year. Voting shall be in person or by proxy as set forth in Section 5 below. Voting for any office where there is a contest shall be by written ballot. No nominations may be made from the floor.
Section 5. In the event there is a contest for any office, the Secretary shall mail to each Member not less than twenty (20) days prior to the Annual Meeting a proxy whereby a Member may designate the Secretary to act in the Member’s place and stead as proxy to vote for the nominees as specifically designated in such proxy by such Member. Proxies shall be exercised by the Secretary’s casting a secret ballot for the nominees so designated. The Secretary shall retain proxies for a period of three (3) years. No Member shall be entitled to review such proxies except a duly constituted Inspector of Election. Prior to the election, every proxy shall be revocable at the pleasure of the Member executing it, except as otherwise provided by law. Except as provided herein, no Member shall be entitled to authorize another person or persons to act by proxy.
Section 6. Whenever there shall be a contest for any office, the ballot shall contain with equal prominence the names of the candidates of the Nominating Committee and those submitted by petition, including the number to be elected for said office.
Section 7. No less than three (3) Inspectors, none of whom shall be a nominee for any office, shall be appointed, as necessary, by the President prior to the Annual Meeting. It shall be the duty of such Inspectors to conduct the voting and the counting of the ballots, all of which shall be secret, and to report the results thereof at the Annual Meeting.
Section 8. Elected Officers, Members of the Board of Directors and Members of the Nominating Committee shall be installed at the Annual Meeting or at such later time as the Board deems appropriate, but on or before the effective date of their assumption of office.
Section 9. Delegates to conventions of the State Association shall be elected by vote of the Board of Directors no later than two (2) weeks before the first day of the convention. The President of the Chapter and the members of the Board of Governors shall automatically become delegates to the convention. The President shall be the Chair of the Delegation. When the President is unavailable, the majority of the Chapter delegates shall determine the Chair.
Section 10. The President of the Board, with consent, shall be nominated as a representative of the Chapter for Board of Governors. In the event that additional Board of Governor representative nominations are required, they shall be selected by the majority of the Board of Directors from among the members of the Board, prior to June 15 in the year in which they are to be elected at the Annual Convention.
Article X – Nominating Committee
Section 1. The Nominating Committee shall consist of no less than three (3) Members of the Chapter, elected as provided in Article IX above, except the Board of Directors shall submit the names of the Nominating Committee. Each member of the Nominating Committee shall serve for a term of one year.
Section 2. Unless designated in the election, the Nominating Committee shall elect its own chair from among its members at their first meeting following their election.
Section 3. Members of the Nominating Committee may not serve more than three consecutive terms unless the Board of Directors approves the nomination for additional terms. Vacancies on the Nominating Committee shall be filled by majority vote of the Board of Directors. A Member elected to fill a vacancy shall serve for the predecessor’s unexpired term.
Section 4. The Nominating Committee shall nominate, by separate vote for each office, a slate of candidates for all elective offices of the Chapter, and Board of Directors.
Section 5. The Nominating Committee shall consider past participation in Agency activities and attendance at Board or Committee meetings in selecting the candidates for the Board of Directors or any Officer.
Section 6. The Chair of the Nominating Committee shall deliver the Committee’s slate of nominees as provided in Article IX, Section 1 above.
Article XI – Committees
Section 1. At the first meeting of the Board of Directors after the annual election, the President shall appoint the chair and at least two members of each standing committee of the Chapter. The chair of each committee with the consent of the President, may appoint such other Members to the committee.
Section 2. The standing committees of the Board of Directors shall include, but not limited to those listed in Attachment 1. These standing committees may be revised from time to time and Attachment 1 revised to reflect those changes.
Section 3. In addition to the standing committees, the President with the approval of the Board of Directors may establish such ad hoc committees as deemed appropriate and appoint the members thereof.
Section 4. Forty (40) percent of Committee members shall constitute a quorum for Committee meetings.
Section 5. Participation. Committee members are expected to actively support Agency activities and to regularly attend Committee meetings.
Article XII – Administration
Section 1. The Chapter shall maintain a central office at such place and with such facilities as the Board of Directors may direct for the promotion of the objectives of the Chapter.
Section 2. The Chapter may employ an Executive Director as the Administrative Agent of the Chapter, to work under the supervision of the Board of Directors. The Executive Director shall be available to the officers, committees and members, for professional consultation in connection with the affairs of the Chapter. Appointment of the Executive Director shall be by contract approved by majority vote of the Board of Directors. The Executive Director may be removed from office by a two thirds vote of those present at a regular meeting of the said Board of Directors, if it appears that the best interest of the Chapter are not being served by the incumbent. No contract shall be for a period longer than three (3) years.
Section 3. The Executive Director shall employ such personnel as may be necessary for the operation of the Chapter and shall be responsible for their supervision.
Article XIII – Indemnification of Directors, Officers and Committee Members
Section 1. Any and every person made a part to any action, proceeding by or in the right of the Chapter to procure a judgment in its favor by reason of the fact that they, their testator or intestate is or was a Director, Officer, or Committee Member, may be indemnified by the Chapter to the full extent permitted by law against any and all reasonable expenses, including attorney’s fees, actually necessarily incurred in connection with the defense of such action or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such Director, Officer or Committee Member has breached their duty to the Chapter.
Section 2. Any and every person made a party to any action, suit, or proceeding other than one by or in the right of the Chapter to procure a judgment in its favor, whether civil or criminal, by reason of the fact that they, their testator or intestate, was a Director, Officer, or Committee Member, may be indemnified by the Chapter, to the full extent permitted by law, against expenses, including attorney’s fees, actually and necessarily incurred as a result of such action, suit or proceeding, or any appeal therein, if such person acted in good faith for a purpose which he reasonably believed to be in the best interest of the Chapter and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that their conduct was unlawful.
Article XIV – Miscellaneous
Section 1. The fiscal year of the Chapter shall be from January 1 of each year through December 31 of the same year.
Section 2. Any action required or permitted by the Executive Committee or any other Committee of the Chapter may be taken without a meeting if all members of the Executive Committee or other Committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consent thereto by its members shall be filed with the minutes of the proceedings of the respective Committee.
Section 3. Any member of the Board, Executive Committee or any other Committee of the Chapter may participate in 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 same time. Participation by such means shall constitute presence in person at a meeting.
Section 4. The Secretary will insure that within sixty (60) days following an individual’s initial election to the Board of Directors a copy of these By Laws will be provided to them. In addition a By Laws review will be on the September agenda of the Board meeting every two years.
Section 5. All nouns and pronouns herein and any variations thereof, shall be deemed to refer the masculine, feminine, singular or plural as the identity of the person or persons may require.
Article XV – Amendments
Section 1. Amendments to these By-Laws may be proposed in writing to the Board of Directors over the signature of at least 10 percent of the Members of the Chapter. The Board shall act upon the proposed amendment no later than the second regular meeting after its submission. Failure to act shall be deemed a rejection. If the Board approves the proposed amendment, it shall be submitted to the membership at a special meeting called for the purpose before the next regular meeting of the Board. If the Board rejects the proposed amendment it shall state to the proponents in writing its reasons for so doing. Should the Board reject the proposed amendment, then upon a petition signed by the lesser of one third of the Members or fifty (50) Members, such amendment shall be submitted to the membership at a special meeting called for that purpose before the second regular meeting of the Board following the filing of such petition with the Secretary. A copy of the proposed amendment with a statement of the Board’s reason for its action shall be embodied in the notice of the meeting at which it will be voted upon. A two-thirds vote of those present and voting shall be necessary for the adoption of any amendment.
Section 2. After such adoption such amendment shall be submitted to the Board of Governors of the Association for approval. If approved by said Board, such amendment shall become effective immediately unless a later date is specified therein. If not approved by said Board, it shall be of no effect.
Article XVI – Governance
Section 1. The By-Laws and Chapter Manual of the Association shall govern all matters not specifically provided for herein. In the event of any possible conflict between these By-Laws and those of the Association, the By-Laws of the Association shall control.
Approved by Chapter Membership: Approved by Board of Governors:
8/26/2006 Approved by the NYSARC Executive Committee
Attachment 1 - Description of Committees
The following Committees are in addition to the Nominating Committee and the Executive Committee.
1. Budget and Finance Committee
The Treasurer of the Board of Directors is chair of the Budget and Finance Committee. The Budget and Finance Committee is responsible for developing and reviewing fiscal policies and procedures, interim financial statements and annual budget with staff and other Board Members. The Board of Directors must approve the budget and all expenditures should be within the budget. Any significant change in the budget must be approved by the Budget and Finance Committee and submitted to the Board of Directors or the Executive Committee. The fiscal year shall be the calendar year. The Budget and Finance Committee is responsible for recommending to the Board an independent audit firm to complete an annual audit of the Chapter and its affiliates.
2. Community Residential Committee
The Community Residential Committee shall maintain, review, approve and/or recommend changes in agency policy with respect to the chapter's residential programs and services in order to insure quality services and that their health care needs are being met. The Committee shall be responsible for recommending and/or approving agency policy, and reviewing all issues including non-compliance with governmental regulations and when necessary, ensuring corrective action.
3. Country Valley Industries (CVI) Workshop Committee
The Country Valley Industries Workshop Committee shall ensure that the participant/employee needs are being adequately and appropriately met; support a reasonable financial contribution to the Parent Agency by providing oversight and guidance to Country Valley Industries production, programs, and facilities; and review all issues including non-compliance with governmental regulations and, when necessary, ensure corrective action.
4. Development and Membership Committee
The Development and Membership Committee shall provide oversight and general guidance for programs and activities that increase membership and positive public perception of the Broome-Tioga ARC. To support these objectives, the Committee provides support and general direction for Agency planning in the areas of membership, community and donor relations, public education, media relations, appeals and campaigns and event planning
The Committee will encourage Directors to promote the Broome-Tioga ARC by being ambassadors and advocates of the Agency
5. Guardianship Committee
The Guardianship Committee shall serve a two-fold purpose in an effort to assist persons with mental retardation or developmental disabilities and their families. One purpose shall be to encourage, advise, and assist parents in planning and arranging for the future needs of son(s) or daughter(s) with mental retardation or a developmental disability. Furthermore, it may through the NYSARC Corporate Guardianship Program, agree to act as standby guardian or guardian of the person on behalf of individuals with mental retardation and developmental disabilities who have no other persons or organization(s) who can and will maintain the best interests of those persons in a manner which will ensure quality of care and advocacy for the entire life of the person.
6. Incident Review Committee
The Incident Review Committee shall review and monitor all reportable incidents, serious reportable incidents and allegations of abuse which may occur to ascertain that the incidents were reported, managed, investigated and documented in accordance with OMRDD regulations and agency policy. The Incident Review Committee shall also ascertain that necessary actions are taken to protect the safety and well being of persons receiving services, identify trends and recommend appropriate corrective, preventive and/or disciplinary action as required.
7. Personnel/Pension Committee
The Personnel/Pension Committee shall maintain, review and/or recommend changes to the agency's Personnel Policies and matters affecting the employment of agency staff which includes but is not limited to employee compensation, benefits, employee pension plan, organizational structure, other employment/program related matters and any other employment related issues as directed by the Board of Directors
The Personnel/Pension Committee shall oversee the management and administration of the employee's pension plan, consult with the pension Trustee on matters concerning administration and investment of the pension trust fund, make recommendation to the Chapter for proposed improvements in the plan, and act as a liaison between the Board of Directors and the employees on matters relating to the plan. The Personnel/Pension Committee shall obtain prior approval of the Board of Director for any contract for legal, medical, accounting, clerical and other services necessary for the purpose the administering the pension plan.
The Personnel/Pension Committee shall also act in accordance with agency policies as the primary arbitration body of the Board of Directors to enable fair and equitable administration of existing policies.
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