AHRC, SUFFOLK COUNTY
CHAPTER BY-LAWS
ARTICLE I: NAMES AND OFFICERS
This Chapter shall be known as the Association for the Help of
Retarded Children, Suffolk County Chapter, NYSARC, Inc., hereinafter
called the Chapter. The State Association hereinafter shall be called
the Association.
ARTICLE II: PURPOSE
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 State Association may from time to time
prescribe.
ARTICLE III: TERRITORY
The territory assigned to the Chapter by the Association is the County
of Suffolk in the State of New York, subject to any change therein as
may be made from time to time by the Board of Governors of the State
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 and the
jurisdiction assigned to the Chapter.
Section 2. The provisions of the By-Laws of the State Association
relating to classes of members shall apply to the members of the
Chapter.
Section 3. The annual dues of members shall be those fixed by the
Chapter and shall include those fixed by the State Association. Such
dues shall be paid to the Chapter. A member in good standing shall be
one whose dues are not more than four months in arrears.
Section 4. The Board of Directors may waive the payment of dues for
Active Membership in instances that it deems worthy.
Section 5. The Membership Committee of the Chapter by majority vote
may prefer charges to the Board of Directors against any member for
conduct detrimental to the Association. In the event a member submits
such charges to the Membership Committee for action and the
Committee dismisses such charges or fails to prefer such charges to
the Board of Directors within thirty days after such submission, the
member submitting such charges may submit them to the Board of
Directors for action. Such charges shall be in writing and a copy shall
be served upon the member against whom the charges have been
brought. The Board of Directors may by majority vote to dismiss such
charges without a hearing or declare a hearing to be necessary. In the
latter event the member charged shall be given at least ten days
notice of the time and place of the hearing, at which time he may
appear in person or by counsel. After such hearing, the Board of
Directors may sustain such charges by two-thirds vote, failing which
the charges shall be dismissed. If the charges are sustained, the
Board of Directors may by majority vote: (a) expel the member from the
Association; (b) suspend the member for a period of up to one year;
(c) deny the member privileges and rights of a nature and for a period
determined by the Board of Directors. No punitive action taken by the
Board of Directors against a member shall become effective until thirty
days have elapsed, within which time the member may appeal in writing
to the Board of Governors or, if such appeal taken, until it has been
determined. Upon such appeal the procedure shall be similar to that
specified above for the original hearing. In the case of
Member-at-Large charges may be preferred directly to the Board of
Governors with the same procedures as prescribed for other
members. Any punitive action taken by the Board of Directors or the
Board of Governors shall in no way effect the rights and/or privileges
of the spouse of the member penalized.
Section 6. The list of members shall be confidential and maintained in
the administrative office of the Chapter. The Secretary shall send a
copy of the membership list to the Central Office of the Association as
may be required.
ARTICLE V: MEETINGS
Section 1. The Chapter shall hold no fewer than three meetings
annually at the times and places fixed by the Board of Directors. One
meeting annually shall be designated the Annual meeting of the
Chapter. Section 2. Special meetings of the members of the Chapter
may be called by a majority vote of the Board of Directors or on a
written request of at least twenty-five (25) members, delivered to the
Secretary. Such request, and a Notice of the Meeting, shall set forth
the purpose for which it is called. No other business may be transacted
at Special Meetings. Section 3. Written or printed notice of each
general meeting shall be mailed to each member at least twenty-one
(21) days before the meeting. Written or printed notice of a Special
Meeting shall be mailed to each member at least ten (10) days before
the meeting. Section 4. Fifty (50) members in good standing of the
Chapter 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 of not fewer than twenty (20) nor more than
(50) members, as may be prescribed by the Board from time to time.
Section 2. The officers of the Chapter shall be members of the Board
of Directors. Section 3. Regular meetings of the Board of Directors
shall be held once a month, except during July, August and December.
The dates of such regular meetings shall be fixed by the Board at their
first meeting after the annual election. Section 4. Special meetings of
the Board of Directors may be called by the President at his own
instance, or on the written and signed request of one-third of the
Board of 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 member of the Board at least five (5)
days before the date of the meeting. The notice shall state the
business to be transacted at the meeting, and no other business may
be considered thereat. Section 5. A majority of the Board of Directors
shall constitute a quorum for all regular and special 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 at the next regular or special meeting upon
written request to the Secretary of the Chapter. 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 hereby. The minutes of the meetings of the Board of Directors
shall be available at the regular meetings of the Chapter membership.
Section 7. 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 8. Two-thirds of the membership of the Board of Directors shall
at all times be parents or blood relatives of persons who are mentally
retarded.
ARTICLE VII: EXECUTIVE COMMITTEE OF THE BOARD OF
DIRECTORS
Section 1. There shall be an Executive Committee of the Board of
Directors consisting of all the elected officers of the Chapter and three
(3) members of the Board of Directors, who shall be selected by the
board at its first meeting after the annual election. One of the
foregoing must be a member of the New York State Board of
Governors. Section 2. Meetings of the Executive Committee shall be
held at the call of the President, and upon at least five (5) days notice.
Meetings of the Executive Committee may also be called by a vote of
at least five (5) members thereof. The request for a meeting of the
Executive Committee by its members shall be in writing 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 the meetings of the Board, except as otherwise provided by
these By-Laws. All the 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.. Minutes of the Executive Committee shall be
mailed by the Secretary to all Board members within ten (10) days of
each meeting. Section 4. A majority of the Executive Committee shall
constitute a quorum for all its meetings.
ARTICLE VIII: OFFICERS AND DIRECTORS
Section 1. The officers of the Chapter shall consist of the following:
President, Senior Vice President, First Vice President, Second Vice
President, Third Vice President, Treasurer, Secretary, Financial
Secretary and such other officers as the Board of Directors deems
necessary. Section 2. The President 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 IX,
the President shall appoint all special committees and the
chairpersons of all standing committees, and shall be an ex offico
member of all committees, except the Nominating Committee. The
President shall render an annual report in writing to the membership of
the Chapter. Section 3. The Senior Vice President shall perform any or
all of the duties of the President in the event of the President's
absence or disability or at his request. The First, Second and Third
Vice Presidents shall perform whatever duties are deemed necessary
by the President. Section 4. In the event of the absence of the
President and all Vice Presidents from any meeting of the Chapter or
the Board of Directors, the members of the Board of Directors there
present shall elect a chairperson pro-tempore. Section 5. The
Treasurer shall be responsible for the receipt and disbursement of
funds of the Chapter under and at the direction of the Board of
Directors. Section 6. The Financial Secretary shall submit a financial
report in writing to the Board of Directors at the first meeting of each
and after closing of the fiscal year. Such report shall show all receipts,
disbursements. assets and liabilities. Section 7. The Secretary shall
keep the minutes of the meetings of the Chapter and of the Board of
Directors, and shall serve all notices required by law and of these
By-Laws. Section 8. All persons receiving or disbursing funds shall be
bonded in an amount fixed by the Board. Section 9. The officers shall
be elected for a term of one year. Directors shall be elected for a term
of two (2) years. Section 10. Directors shall be nominated and elected
in the same manner as officers. Section 11. In the event of a vacancy
in the office of the President, the Senior Vice President shall succeed
to the office. In the event of a vacancy in any other office, including
that of Directors, the Board of Directors, by majority vote, shall appoint
a successor to serve the remainder of the predecessor's term. Section
12. 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 preferred by at least five (5) members. A copy of the
charges shall be served on the person against whom they have been
brought not less than ten (10) days before the date of such Special
Meeting. The person against whom the charges have been brought
may appear at that hearing in person and may be represented during
the hearing by counsel. After such hearing, the Board may sustain the
charges and remove the officer or director by a two-third vote, failing
which the charges shall be dismissed. Section 13. No officer may be
elected to the same office for more than three (3) consecutive terms.
No compensation may be paid for his services in his office. No
employee of the Chapter may be an officer or director thereof, nor
serve on its Nominating Committee. Section 14. Absence from three
(3) or more Board meetings per year may require resignation or
removal from office.
ARTICLE IX: ELECTIONS
Section 1. At the March Board of Directors meeting, the Chairperson of
the Nominating Committee shall deliver to the Secretary of the Chapter
its slate of nominees for Officers, Directors and Nominating Committee,
together with written acceptances by each of the nominees. Section 2.
The Secretary shall notify Chapter members by mailing on or before
April 15th the names of the nominees as submitted by the Nominating
Committee, and the names of those candidates nominated by petition.
Section 3. Other candidates for any of the offices may be nominated
by a petition designating the office for which election is sought signed
by at least thirty (30) members in good standing, 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 no later than the March Board of Directors Meeting.
Section 4. Voting shall be by secret ballot by mail. Ballots received
after May 15th shall not be counted. The President shall appoint three
(3) tellers to count the votes. The candidate receiving the greater
number of votes for any office shall be elected to that office. In the
event of a tie between two (2) or more candidates for any office, the
Board of Directors shall elect one of the candidates to the office at its
first regular meeting after the election. Section 5. The officers and
directors and Nominating Committee members shall take office at the
June Meeting. Section 6. 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. Unless a
majority of the Chapter delegates determine otherwise, the President
shall be Chairperson of the Delegation. Section 7. Board of Governors
representatives shall be selected by the Board of Directors from
among members of the Board prior to May 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 six elected
members who shall be active members of the Chapter. The majority
shall be non-board members. In addition, the Chairperson of the
Nominating Committee shall be a member of the Board of Directors
and appointed by the President for a one year term. Section 2. The
members of the Nominating Committee first elected after adoption of
these By-Laws shall be elected for the following terms: 2 for one year
terms; 2 for two year terms; 2 for three year terms and thereafter for
three year terms. Section 3. The Nominating Committee shall receive
written acceptances of each candidate prior to publishing his name.
Section 4. Chairperson and members of the Nominating Committee
may not serve more than two (2) consecutive terms. Vacancies on the
Nominating Committee shall be filled by a majority vote of the Board of
Directors. A member elected to fill a vacancy shall serve for the
predecessor's unexpired term. Section 5. The Nominating Committee
shall nominate, by separate vote for each office, a slate of candidates
for all elective officers of the Chapter, Board of Directors and
Nominating Committee and shall obtain written acceptance from each
candidate. In addition, candidates shall be placed on ballot by petition
according to Article IX, Section 3. Section 6. The Nominating
Committee shall actively recruit, screen and interview prospective
members of the Board. The Nominating Committee shall conduct an
appropriate orientation for new or existing board members.
ARTICLE XI: COMMITTEES
Section 1. At the first meeting of the Board of Directors after the
annual election, the President shall appoint the Chairperson of each
Standing committee of the Chapter. The Chairperson of each
committee, with the consent of the President, may appoint such other
members of the Chapter to his committee as he sees fit. Section 2.
The following shall be the standing committees of the Chapter: a.
Membership Committee The Membership Committee shall seek
additional members for the Association; it shall obtain a list of
delinquent and non-renewing members and shall communicate
personally with such members for the purpose of having them continue
as members in good standing. The Membership Committee shall work
closely with the Public Relations Committee with the view of integrating
their activities. It shall consider and act upon changes as hereinafter
provided. b. Budget & Finance Committee The Budget & Finance
Committee shall supervise spending of all funds. The expenditure of
funds in excess of those allotted in any budget shall be submitted to
the Budget & Finance Committee for presentation to the Board of
Directors with recommendation for action. The budget and any other
funds requested by the Committee shall be subject to the approval of
the Board of Directors. c. Fund Raising Committee The Fund Raising
Committee shall raise funds for the Chapter. It shall act in a
supervisory and advisory capacity to such professional fund raising
personnel as may be engaged by the Chapter. d. Public Information
Committee The Public Information Committee shall procure publicity for
the functions and activities of the Chapter and distribute information
concerning the activities of the Chapter to its members and the public
in general. It shall utilize available means of achieving a greater
degree of public enlightenment on the subject of mental retardation. It
shall act in an advisory capacity on such professional public relations
personnel as may be engaged by the Chapter. e. Projects Committee
The Projects Committee shall investigate the needs of specific services
to retarded children or their parents and shall consider and
recommend projects to provide such services. f. Program Committee
The Program Committee shall prepare for the membership meetings,
with a view to keep the members informed of the problems of mental
retardation and of the activities of the Chapter, the Association and
other agencies in the field, and to building and maintaining the interest
and participation of the members in the work of the Chapter and the
Association. g. Community Residential Services Committee The
Community Residential Services Committee shall foster the
development of residential facilities for the mentally retarded in the
community, assist in establishing such residences, periodically visit
such residences, confer with the Office of Mental Retardation and
Developmental Disabilities on the subject of such residences, and
make reports and recommendations to the Board of Directors on the
subject. This committee shall perform the program evaluations for the
residential facilities. h. Guardianship Committee The Guardianship
Committee shall receive and consider all applications for guardianship
by the Association through the Chapter. It shall recommend
acceptance or declination of each application to the Board of Directors
or the Executive Committee, basing its recommendations in each
instance upon the feasibility of fulfilling the obligations assumed by
acceptance and being guided by the principles and procedures laid
down by the Association. It shall oversee the administration of those
guardianships that are accepted, requiring an annual report in writing
in each case from the Executive Director or staff designee and also
from the volunteer member, if any, assigned to the case. It shall
forward all such reports, with its own comments and recommendations,
if any, annually to the President. i. Personnel Policy and By-Laws
Committee The Personnel Policy and By-Laws Committee shall create,
change, add to or delete and monitor the Chapter Personnel Policy
and Chapter By-Laws. It shall bring to the Board of Directors any
amendments to the Chapter Personnel Policy Manual or the Chapter
By-laws. j. Building Committee The Building Committee shall plan and
oversee all agency property and capital construction projects,
including building additions and major facility renovations. k. Program
Evaluation Committee The Program Evaluation Committee shall, at
least annually, review and evaluate, by personal inspection, the Day
Treatment, Work Activities and Children's Services Programs. The
Community Residential Services Committee shall inspect and evaluate
each community residence and Intermediate Care Facility operated by
the Chapter. Written reports shall be rendered to the President
annually. l. Incident Review Committee. The Incident Review
Committee shall meet at least monthly, review all reportable client
incidents with the appropriate staff, and report to the Board of
Directors at each meeting. 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 he deems appropriate and
appoint the members thereof.
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. He
shall be available to the officers, directors, committees and members,
for professional consultation in connection with the affairs of the
Chapter. Appointment of the Executive Director shall be by contract by
majority vote of those present at a regular meeting of the Board of
directors. If it appears that the best interests of the Chapter are not
being served, the Executive Director may be removed from office by a
majority vote of those present at a regular or special meeting of the
Board of Directors. No contract shall be for a period longer than one
year. 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. Employment and termination of
Deputy Executive Directors and all Program Directors shall be with the
approval of the Board of Directors before any action is taken by the
Executive Director.
ARTICLE XIII: INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1. All officers and directors who are the subject of any claims
or lawsuits or any other cause of action arising out of their duties on
behalf of the Chapter shall to the full extent permitted by law be
reimbursed for any and all reasonable expenses, including attorney's
fees incurred by such officer, director or committee member in the
defense of such claims, lawsuits, causes of action or appeal, so long
as such person acted in good faith for a purpose for which he
reasonably believed to be in the best interests of the Chapter. Section
2. The Chapter shall procure, at its own expense, officers and
directors liability insurance in the amount of at least one million
($1,000,000) dollars to insure the officers and directors against any
and all claims against them arising out of their duties on behalf of the
Chapter. Section 3. Said indemnification and insurance shall not be
available to the officers or directors in cases of claims made against
them by the Chapter for nonfeasance, misfeasance, or malfeasance in
office, nor for any claims for negligent conduct or any other acts which
do not involve the furtherance of the purposes of the Chapter.
ARTICLE XIV: MISCELLANEOUS
Section 1. The fiscal year of the Association shall be from January 1 of
each year to December 31. Section 2. The signing of checks shall be
as follows: All checks written up to an amount not exceeding $7,500.00
shall require one signature; two signatures shall be required on all
checks exceeding $7,500.00. The following shall be authorized
signatures of the Chapter: The President, Senior Vice President, First,
Second or Third Vice President, Treasurer, Secretary, Financial
Secretary, Executive Director, Deputy Executive
Director-Administration, and such other Board members who are given
the authority to sign checks by the Board of Directors. Section 3. All
nouns and pronouns herein and any variations thereof shall be
deemed to refer to the masculine, feminine, singular or plural as the
identity of the persons or persons may require. Section 4. Third party
is defined as any person, corporation or firm other than member or
employees of the Chapter.
ARTICLE XV: AMENDMENTS
Section 1. Amendments to these By-Laws may be proposed in writing
to the Board of Directors over the signature of five or more members
of the Chapter. The Board shall act upon the proposed amendment no
later than the second meeting after its submission. Failure to act shall
be deemed a rejection. If the Board approves a proposed amendment,
it shall be submitted to the membership at a special meeting called for
that 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 ten or more 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
shall be voted upon. A two-thirds vote of those present and voting
shall be necessary for the adoption of any amendment by both the
Board and the membership. 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 the Board, it shall have no effect.
ARTICLE XVI: GOVERNANCE
Section 1. The By-Laws and Chapter Manual of the State 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.
CHAPTER BY-LAWS
ARTICLE I: NAMES AND OFFICERS
This Chapter shall be known as the Association for the Help of
Retarded Children, Suffolk County Chapter, NYSARC, Inc., hereinafter
called the Chapter. The State Association hereinafter shall be called
the Association.
ARTICLE II: PURPOSE
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 State Association may from time to time
prescribe.
ARTICLE III: TERRITORY
The territory assigned to the Chapter by the Association is the County
of Suffolk in the State of New York, subject to any change therein as
may be made from time to time by the Board of Governors of the State
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 and the
jurisdiction assigned to the Chapter.
Section 2. The provisions of the By-Laws of the State Association
relating to classes of members shall apply to the members of the
Chapter.
Section 3. The annual dues of members shall be those fixed by the
Chapter and shall include those fixed by the State Association. Such
dues shall be paid to the Chapter. A member in good standing shall be
one whose dues are not more than four months in arrears.
Section 4. The Board of Directors may waive the payment of dues for
Active Membership in instances that it deems worthy.
Section 5. The Membership Committee of the Chapter by majority vote
may prefer charges to the Board of Directors against any member for
conduct detrimental to the Association. In the event a member submits
such charges to the Membership Committee for action and the
Committee dismisses such charges or fails to prefer such charges to
the Board of Directors within thirty days after such submission, the
member submitting such charges may submit them to the Board of
Directors for action. Such charges shall be in writing and a copy shall
be served upon the member against whom the charges have been
brought. The Board of Directors may by majority vote to dismiss such
charges without a hearing or declare a hearing to be necessary. In the
latter event the member charged shall be given at least ten days
notice of the time and place of the hearing, at which time he may
appear in person or by counsel. After such hearing, the Board of
Directors may sustain such charges by two-thirds vote, failing which
the charges shall be dismissed. If the charges are sustained, the
Board of Directors may by majority vote: (a) expel the member from the
Association; (b) suspend the member for a period of up to one year;
(c) deny the member privileges and rights of a nature and for a period
determined by the Board of Directors. No punitive action taken by the
Board of Directors against a member shall become effective until thirty
days have elapsed, within which time the member may appeal in writing
to the Board of Governors or, if such appeal taken, until it has been
determined. Upon such appeal the procedure shall be similar to that
specified above for the original hearing. In the case of
Member-at-Large charges may be preferred directly to the Board of
Governors with the same procedures as prescribed for other
members. Any punitive action taken by the Board of Directors or the
Board of Governors shall in no way effect the rights and/or privileges
of the spouse of the member penalized.
Section 6. The list of members shall be confidential and maintained in
the administrative office of the Chapter. The Secretary shall send a
copy of the membership list to the Central Office of the Association as
may be required.
ARTICLE V: MEETINGS
Section 1. The Chapter shall hold no fewer than three meetings
annually at the times and places fixed by the Board of Directors. One
meeting annually shall be designated the Annual meeting of the
Chapter. Section 2. Special meetings of the members of the Chapter
may be called by a majority vote of the Board of Directors or on a
written request of at least twenty-five (25) members, delivered to the
Secretary. Such request, and a Notice of the Meeting, shall set forth
the purpose for which it is called. No other business may be transacted
at Special Meetings. Section 3. Written or printed notice of each
general meeting shall be mailed to each member at least twenty-one
(21) days before the meeting. Written or printed notice of a Special
Meeting shall be mailed to each member at least ten (10) days before
the meeting. Section 4. Fifty (50) members in good standing of the
Chapter 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 of not fewer than twenty (20) nor more than
(50) members, as may be prescribed by the Board from time to time.
Section 2. The officers of the Chapter shall be members of the Board
of Directors. Section 3. Regular meetings of the Board of Directors
shall be held once a month, except during July, August and December.
The dates of such regular meetings shall be fixed by the Board at their
first meeting after the annual election. Section 4. Special meetings of
the Board of Directors may be called by the President at his own
instance, or on the written and signed request of one-third of the
Board of 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 member of the Board at least five (5)
days before the date of the meeting. The notice shall state the
business to be transacted at the meeting, and no other business may
be considered thereat. Section 5. A majority of the Board of Directors
shall constitute a quorum for all regular and special 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 at the next regular or special meeting upon
written request to the Secretary of the Chapter. 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 hereby. The minutes of the meetings of the Board of Directors
shall be available at the regular meetings of the Chapter membership.
Section 7. 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 8. Two-thirds of the membership of the Board of Directors shall
at all times be parents or blood relatives of persons who are mentally
retarded.
ARTICLE VII: EXECUTIVE COMMITTEE OF THE BOARD OF
DIRECTORS
Section 1. There shall be an Executive Committee of the Board of
Directors consisting of all the elected officers of the Chapter and three
(3) members of the Board of Directors, who shall be selected by the
board at its first meeting after the annual election. One of the
foregoing must be a member of the New York State Board of
Governors. Section 2. Meetings of the Executive Committee shall be
held at the call of the President, and upon at least five (5) days notice.
Meetings of the Executive Committee may also be called by a vote of
at least five (5) members thereof. The request for a meeting of the
Executive Committee by its members shall be in writing 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 the meetings of the Board, except as otherwise provided by
these By-Laws. All the 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.. Minutes of the Executive Committee shall be
mailed by the Secretary to all Board members within ten (10) days of
each meeting. Section 4. A majority of the Executive Committee shall
constitute a quorum for all its meetings.
ARTICLE VIII: OFFICERS AND DIRECTORS
Section 1. The officers of the Chapter shall consist of the following:
President, Senior Vice President, First Vice President, Second Vice
President, Third Vice President, Treasurer, Secretary, Financial
Secretary and such other officers as the Board of Directors deems
necessary. Section 2. The President 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 IX,
the President shall appoint all special committees and the
chairpersons of all standing committees, and shall be an ex offico
member of all committees, except the Nominating Committee. The
President shall render an annual report in writing to the membership of
the Chapter. Section 3. The Senior Vice President shall perform any or
all of the duties of the President in the event of the President's
absence or disability or at his request. The First, Second and Third
Vice Presidents shall perform whatever duties are deemed necessary
by the President. Section 4. In the event of the absence of the
President and all Vice Presidents from any meeting of the Chapter or
the Board of Directors, the members of the Board of Directors there
present shall elect a chairperson pro-tempore. Section 5. The
Treasurer shall be responsible for the receipt and disbursement of
funds of the Chapter under and at the direction of the Board of
Directors. Section 6. The Financial Secretary shall submit a financial
report in writing to the Board of Directors at the first meeting of each
and after closing of the fiscal year. Such report shall show all receipts,
disbursements. assets and liabilities. Section 7. The Secretary shall
keep the minutes of the meetings of the Chapter and of the Board of
Directors, and shall serve all notices required by law and of these
By-Laws. Section 8. All persons receiving or disbursing funds shall be
bonded in an amount fixed by the Board. Section 9. The officers shall
be elected for a term of one year. Directors shall be elected for a term
of two (2) years. Section 10. Directors shall be nominated and elected
in the same manner as officers. Section 11. In the event of a vacancy
in the office of the President, the Senior Vice President shall succeed
to the office. In the event of a vacancy in any other office, including
that of Directors, the Board of Directors, by majority vote, shall appoint
a successor to serve the remainder of the predecessor's term. Section
12. 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 preferred by at least five (5) members. A copy of the
charges shall be served on the person against whom they have been
brought not less than ten (10) days before the date of such Special
Meeting. The person against whom the charges have been brought
may appear at that hearing in person and may be represented during
the hearing by counsel. After such hearing, the Board may sustain the
charges and remove the officer or director by a two-third vote, failing
which the charges shall be dismissed. Section 13. No officer may be
elected to the same office for more than three (3) consecutive terms.
No compensation may be paid for his services in his office. No
employee of the Chapter may be an officer or director thereof, nor
serve on its Nominating Committee. Section 14. Absence from three
(3) or more Board meetings per year may require resignation or
removal from office.
ARTICLE IX: ELECTIONS
Section 1. At the March Board of Directors meeting, the Chairperson of
the Nominating Committee shall deliver to the Secretary of the Chapter
its slate of nominees for Officers, Directors and Nominating Committee,
together with written acceptances by each of the nominees. Section 2.
The Secretary shall notify Chapter members by mailing on or before
April 15th the names of the nominees as submitted by the Nominating
Committee, and the names of those candidates nominated by petition.
Section 3. Other candidates for any of the offices may be nominated
by a petition designating the office for which election is sought signed
by at least thirty (30) members in good standing, 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 no later than the March Board of Directors Meeting.
Section 4. Voting shall be by secret ballot by mail. Ballots received
after May 15th shall not be counted. The President shall appoint three
(3) tellers to count the votes. The candidate receiving the greater
number of votes for any office shall be elected to that office. In the
event of a tie between two (2) or more candidates for any office, the
Board of Directors shall elect one of the candidates to the office at its
first regular meeting after the election. Section 5. The officers and
directors and Nominating Committee members shall take office at the
June Meeting. Section 6. 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. Unless a
majority of the Chapter delegates determine otherwise, the President
shall be Chairperson of the Delegation. Section 7. Board of Governors
representatives shall be selected by the Board of Directors from
among members of the Board prior to May 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 six elected
members who shall be active members of the Chapter. The majority
shall be non-board members. In addition, the Chairperson of the
Nominating Committee shall be a member of the Board of Directors
and appointed by the President for a one year term. Section 2. The
members of the Nominating Committee first elected after adoption of
these By-Laws shall be elected for the following terms: 2 for one year
terms; 2 for two year terms; 2 for three year terms and thereafter for
three year terms. Section 3. The Nominating Committee shall receive
written acceptances of each candidate prior to publishing his name.
Section 4. Chairperson and members of the Nominating Committee
may not serve more than two (2) consecutive terms. Vacancies on the
Nominating Committee shall be filled by a majority vote of the Board of
Directors. A member elected to fill a vacancy shall serve for the
predecessor's unexpired term. Section 5. The Nominating Committee
shall nominate, by separate vote for each office, a slate of candidates
for all elective officers of the Chapter, Board of Directors and
Nominating Committee and shall obtain written acceptance from each
candidate. In addition, candidates shall be placed on ballot by petition
according to Article IX, Section 3. Section 6. The Nominating
Committee shall actively recruit, screen and interview prospective
members of the Board. The Nominating Committee shall conduct an
appropriate orientation for new or existing board members.
ARTICLE XI: COMMITTEES
Section 1. At the first meeting of the Board of Directors after the
annual election, the President shall appoint the Chairperson of each
Standing committee of the Chapter. The Chairperson of each
committee, with the consent of the President, may appoint such other
members of the Chapter to his committee as he sees fit. Section 2.
The following shall be the standing committees of the Chapter: a.
Membership Committee The Membership Committee shall seek
additional members for the Association; it shall obtain a list of
delinquent and non-renewing members and shall communicate
personally with such members for the purpose of having them continue
as members in good standing. The Membership Committee shall work
closely with the Public Relations Committee with the view of integrating
their activities. It shall consider and act upon changes as hereinafter
provided. b. Budget & Finance Committee The Budget & Finance
Committee shall supervise spending of all funds. The expenditure of
funds in excess of those allotted in any budget shall be submitted to
the Budget & Finance Committee for presentation to the Board of
Directors with recommendation for action. The budget and any other
funds requested by the Committee shall be subject to the approval of
the Board of Directors. c. Fund Raising Committee The Fund Raising
Committee shall raise funds for the Chapter. It shall act in a
supervisory and advisory capacity to such professional fund raising
personnel as may be engaged by the Chapter. d. Public Information
Committee The Public Information Committee shall procure publicity for
the functions and activities of the Chapter and distribute information
concerning the activities of the Chapter to its members and the public
in general. It shall utilize available means of achieving a greater
degree of public enlightenment on the subject of mental retardation. It
shall act in an advisory capacity on such professional public relations
personnel as may be engaged by the Chapter. e. Projects Committee
The Projects Committee shall investigate the needs of specific services
to retarded children or their parents and shall consider and
recommend projects to provide such services. f. Program Committee
The Program Committee shall prepare for the membership meetings,
with a view to keep the members informed of the problems of mental
retardation and of the activities of the Chapter, the Association and
other agencies in the field, and to building and maintaining the interest
and participation of the members in the work of the Chapter and the
Association. g. Community Residential Services Committee The
Community Residential Services Committee shall foster the
development of residential facilities for the mentally retarded in the
community, assist in establishing such residences, periodically visit
such residences, confer with the Office of Mental Retardation and
Developmental Disabilities on the subject of such residences, and
make reports and recommendations to the Board of Directors on the
subject. This committee shall perform the program evaluations for the
residential facilities. h. Guardianship Committee The Guardianship
Committee shall receive and consider all applications for guardianship
by the Association through the Chapter. It shall recommend
acceptance or declination of each application to the Board of Directors
or the Executive Committee, basing its recommendations in each
instance upon the feasibility of fulfilling the obligations assumed by
acceptance and being guided by the principles and procedures laid
down by the Association. It shall oversee the administration of those
guardianships that are accepted, requiring an annual report in writing
in each case from the Executive Director or staff designee and also
from the volunteer member, if any, assigned to the case. It shall
forward all such reports, with its own comments and recommendations,
if any, annually to the President. i. Personnel Policy and By-Laws
Committee The Personnel Policy and By-Laws Committee shall create,
change, add to or delete and monitor the Chapter Personnel Policy
and Chapter By-Laws. It shall bring to the Board of Directors any
amendments to the Chapter Personnel Policy Manual or the Chapter
By-laws. j. Building Committee The Building Committee shall plan and
oversee all agency property and capital construction projects,
including building additions and major facility renovations. k. Program
Evaluation Committee The Program Evaluation Committee shall, at
least annually, review and evaluate, by personal inspection, the Day
Treatment, Work Activities and Children's Services Programs. The
Community Residential Services Committee shall inspect and evaluate
each community residence and Intermediate Care Facility operated by
the Chapter. Written reports shall be rendered to the President
annually. l. Incident Review Committee. The Incident Review
Committee shall meet at least monthly, review all reportable client
incidents with the appropriate staff, and report to the Board of
Directors at each meeting. 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 he deems appropriate and
appoint the members thereof.
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. He
shall be available to the officers, directors, committees and members,
for professional consultation in connection with the affairs of the
Chapter. Appointment of the Executive Director shall be by contract by
majority vote of those present at a regular meeting of the Board of
directors. If it appears that the best interests of the Chapter are not
being served, the Executive Director may be removed from office by a
majority vote of those present at a regular or special meeting of the
Board of Directors. No contract shall be for a period longer than one
year. 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. Employment and termination of
Deputy Executive Directors and all Program Directors shall be with the
approval of the Board of Directors before any action is taken by the
Executive Director.
ARTICLE XIII: INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1. All officers and directors who are the subject of any claims
or lawsuits or any other cause of action arising out of their duties on
behalf of the Chapter shall to the full extent permitted by law be
reimbursed for any and all reasonable expenses, including attorney's
fees incurred by such officer, director or committee member in the
defense of such claims, lawsuits, causes of action or appeal, so long
as such person acted in good faith for a purpose for which he
reasonably believed to be in the best interests of the Chapter. Section
2. The Chapter shall procure, at its own expense, officers and
directors liability insurance in the amount of at least one million
($1,000,000) dollars to insure the officers and directors against any
and all claims against them arising out of their duties on behalf of the
Chapter. Section 3. Said indemnification and insurance shall not be
available to the officers or directors in cases of claims made against
them by the Chapter for nonfeasance, misfeasance, or malfeasance in
office, nor for any claims for negligent conduct or any other acts which
do not involve the furtherance of the purposes of the Chapter.
ARTICLE XIV: MISCELLANEOUS
Section 1. The fiscal year of the Association shall be from January 1 of
each year to December 31. Section 2. The signing of checks shall be
as follows: All checks written up to an amount not exceeding $7,500.00
shall require one signature; two signatures shall be required on all
checks exceeding $7,500.00. The following shall be authorized
signatures of the Chapter: The President, Senior Vice President, First,
Second or Third Vice President, Treasurer, Secretary, Financial
Secretary, Executive Director, Deputy Executive
Director-Administration, and such other Board members who are given
the authority to sign checks by the Board of Directors. Section 3. All
nouns and pronouns herein and any variations thereof shall be
deemed to refer to the masculine, feminine, singular or plural as the
identity of the persons or persons may require. Section 4. Third party
is defined as any person, corporation or firm other than member or
employees of the Chapter.
ARTICLE XV: AMENDMENTS
Section 1. Amendments to these By-Laws may be proposed in writing
to the Board of Directors over the signature of five or more members
of the Chapter. The Board shall act upon the proposed amendment no
later than the second meeting after its submission. Failure to act shall
be deemed a rejection. If the Board approves a proposed amendment,
it shall be submitted to the membership at a special meeting called for
that 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 ten or more 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
shall be voted upon. A two-thirds vote of those present and voting
shall be necessary for the adoption of any amendment by both the
Board and the membership. 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 the Board, it shall have no effect.
ARTICLE XVI: GOVERNANCE
Section 1. The By-Laws and Chapter Manual of the State 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.
 |
 |
 |
 |
 |
 |
 |
 |
