ARTICLE I - OFFICES
The principal office of the corporation shall be in the City of
Syracuse, County of Onondaga, State of New York. The corporation may
also have offices at such other places within or without this state
as the board may from time to time determine or the business of the
corporation may require.
ARTICLE II - PURPOSES
The purposes for which this corporation has been organized are
as follows:
* To assist local governments in their use of information technology;
* To promote sound general principles for computer system development and use;
* To maintain an information file concerning local government in
the State of New York and to make that information available to
members;
* To advise all government agencies and officials concerning the
use of information technology;
* To promote and further the interests of those engaged in local
government information technology services by providing a forum
for the exchange of views and the dissemination of information
within the local government information technology community on
topics of interest;
* To promote cooperative relations among local government information
technology directors;
* To foster collaborative research among members and to encourage
education, training and projects in the field of local government
information technology;
* 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.
ARTICLE III - MEMBERSHIP
1. QUALIFICATIONS FOR MEMBERSHIP.
CLASSES OF MEMBERS - This Association shall consist of associates,
active members and honorary members.
ASSOCIATE MEMBERS - The associates are general purpose units of local
government. Each associate shall designate one member to represent
the unit of local government. Each member may designate an alternate
to vote in the member's absence. Each associate may send as many
representatives to meetings as desired, but only the designated
member or alternate may vote.
ACTIVE MEMBERS - Each associate must designate one member to
represent the general purpose unit of local government and to have
voting privileges. The member must have the dues paid for the
membership year to be in good standing. The member must be
responsible for the management of an internal computer operation, or
if no internal computer operation exists, the member must be
responsible for the users internal to the government unit for the
procurement of information technology.
HONORARY MEMBERS - Any person who has rendered outstanding service in
the field of Information Technology to the cause of good by
government is eligible for honorary membership upon nomination by the
Board of Directors. Honorary members shall have no voting power.
NOTE: Local Governments are defined as the following:
1. Autonomous Special Districts
2. BOCES
3. Cities
4. Community Colleges
5. Consolidated Health Districts
6. Counties
7. Cooperative Extension Associations
8. Fire Districts
9. Housing Authorities
10. Industrial Development Agencies
11. Joint Municipal Entities, Libraries
12. Local Development Corporations
13. Miscellaneous Local Governments
14. Parking Authorities
15. Public Benefit Corporations
16. Public School District Libraries
17. Regional Planning Agencies
18. School Districts
19. Soil & Water Conservation Districts
20. Special Library Districts
21. Teacher Centers
22. Towns
23. Urban Renewal & C.D. Agencies
24. Villages
MBL-2
2. MEMBERSHIP MEETINGS.
The annual membership meeting of the corporation shall be held
in the spring season of each year at a time and place selected by the
Board of Directors.
The presence at any membership meeting, annual or special, of
not less than 25% of active members registered for that meeting shall
be necessary to conduct the business of the corporation; however, a
lesser number may adjourn the meeting for a period of not more than
three (3) weeks from the date scheduled under the by-laws and the
Secretary shall cause a notice of the rescheduled date of the meeting
to be sent to those members who were not present at the meeting
originally called. A quorum as hereinbefore set forth shall be
required at any adjourned meeting.
A membership roll showing the list of members as of the record
date, certified by the Secretary of the corporation, 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. All
persons appearing on such membership roll shall be entitled to vote
at the meeting.
The adoption of resolutions and the determination of Corporation
action on issues put before the general membership shall be
accomplished by simple majority vote of those members registered for
the meeting at which a vote is taken except that amendment of these
by-laws shall require approval of two-thirds of the registered
members.
Each active member in good standing of the Association,
registered for the meeting shall be entitled to cast one vote.
Voting shall be by voice vote. At the discretion of the
presiding officer, or upon request of a member from the floor, voting
shall be by roll call of those members duly registered for the
meeting.
The President may appoint a parliamentarian at any meeting of
the membership.
The order of business at any meeting shall be determined by
rules of the Board of Directors, or in the absence of such rules, by
Robert's Rules of order. 3. SPECIAL MEETINGS.
Special meetings of the corporation may be called by the Board
and by the President. The Secretary shall cause a notice of such
meeting to be mailed to all members at their addresses as they appear
in the membership roll book at least ten (10) days before the
scheduled date of such meeting. Such notice shall state the date,
time, place and purpose of the meeting and by whom called.
No other business but that specified in the notice may be
transacted at such special meeting without the unanimous consent of
all present at such meeting.
Special meetings may also be convened by the members entitled to
cast ten percent of the total number of votes entitled to be cast at
such meeting. Demand for such a meeting must be made in writing
specifying the date thereof, which shall not be less than two, nor
more than three months from the date of the written demand. The
Secretary of the corporation upon receiving the written demand shall
promptly give notice of such meeting, or if he/she fails to do so,
within five (5) business days thereafter, any member signing such
demand may give such notice. The meeting shall be held at the place
fixed under the by-laws or, if not so fixed, at the office of the
corporation.
4. FIXING RECORD DATE.
For the purpose of determining the members entitled to notice of
or 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 determining the members entitled to receive any
distribution or any allotment of any rights, or for the purpose of
any other action, the Board shall fix, in advance, a date as the
record date for any such determination of members. Such date shall
not be more than fifty (50) nor less than ten (10) days before any
such meeting, nor more than fifty (50) days prior to any other
action.
5. ACTION BY MEMBERS WITHOUT A MEETING.
Whenever members are required or permitted to take any action by
vote, such action may be taken without a meeting by written consent,
setting forth the action so taken, signed by all the members entitled
to vote thereon.
6. DUES - Shall be $25.00 annually.
7. PROXIES.
Every member entitled to vote at a meeting of members or to
express consent or dissent without a meeting may authorize another
active voting member to act for him by proxy.
Every proxy must be signed by the member or his attorney-in-fact. No proxy shall be valid after the expiration of eleven (11)
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.
ARTICLE IV - DIRECTORS
1. MANAGEMENT OF THE CORPORATION.
The corporation shall be managed by the Board of Directors which
shall consist of the President, Vice-President, Secretary, Treasurer,
immediate past-President, and six at-large members. The terms of
office of the at-large members shall coincide with the terms of
office of the officers. The office of any Director who ceases to be
employed in local government shall be deemed vacant.
2. ELECTION AND TERM OF DIRECTORS.
The election of officers and at-large directors shall be at the
annual meeting by a majority of active members in good standing
registered for the meeting. Officers and at-large directors shall
serve for a term of two (2) years. The President may not serve more
than two (2) complete consecutive terms. Each director shall hold
office until the expiration of the term for which he was elected and
until his successor has been elected and shall have qualified, or
until his prior resignation or removal.
Nominations for election of officers and at-large directors
shall be made by the Nominating Committee. Additional nominations
for any elective office may be made from the floor.
3. INCREASE OR DECREASE IN NUMBER OF DIRECTORS.
The number of directors may be increased or decreased by vote of
the members or by a vote of a majority of all of the directors. No
decrease in number of directors shall shorten the term of any
incumbent director.
4. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.
Newly created directorships resulting from an increase in the
number of directors and vacancies occurring in the Board for any
reason except the removal of directors without cause may be filled by
a vote of majority of the directors when in office, although less
than a quorum exists, unless otherwise provided in the certificate of
incorporation. Vacancies occurring by reason of the removal of
directors without cause shall be filled by vote of the members. A
director elected to fill a vacancy caused by resignation, death or
removal shall be elected to hold office for the unexpired term of his
predecessor.
5. REMOVAL OF DIRECTORS.
Any or all of the directors may be removed for cause by vote of
the members or by action of the board. Directors may be removed
without cause only by vote of the members.
6. RESIGNATION.
A director may resign at any time by giving written notice to
the Board, the President or the Secretary of the corporation. Unless
otherwise specified in the notice, the resignation shall take effect
upon receipt thereof by the Board or such officer, and the acceptance
of the resignation shall not be necessary to make it effective.
7. QUORUM OF DIRECTORS.
Unless otherwise provided in the certificate of incorporation, a
majority of the entire board shall constitute a quorum for the
transaction of business or of any specified item of business.
8. ACTION OF THE BOARD.
Unless otherwise required by law, the vote of a majority of the
directors present at the time of the vote, if a quorum is present at
such time, shall be the act of the board. Each director present
shall have one vote.
9. PLACE AND TIME OF BOARD MEETINGS.
The board may hold its meetings at the office of the corporation
or at such other places, within the state, as designated by the
President or upon the request of three members, upon not less than
three (3) days notice.
10. NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT.
Regular meetings of the board may be held without notice at such
time and place as it shall from time to time determine. Special
meetings of the board shall be held upon notice to the directors and
may be called by the President upon three (3) days' notice to each
director either personally or by mail or by wire; special meeting
shall be called by the President or by the Secretary in a like manner
on written request of two directors. Notice of a meeting need not be
given to any director who submits a waiver of notice whether before
or after the meeting or who attends the meeting without protesting
prior thereto or at its commencement, the lack of notice to him.
A majority of the directors present, whether or not a quorum is
present, may adjourn any meeting to another time and place. Notice
of the adjournment shall be given all directors who were absent at
the time of the adjournment and, unless such time and place are
announced at the meeting, to the other directors.
11. REGULAR ANNUAL MEETING.
A regular annual meeting of the board shall be held in
conjunction with the annual meeting of members at the place of such
annual meeting of members. 12. AUTHORITY.
The Board of Directors shall have charge of the offices of the
Corporation. The Board of Directors shall determine the disability
of any officer of the Corporation.
At all meetings of the board the President, or in his absence, a
Chairman chosen by the board shall preside.
13. EXECUTIVE AND OTHER COMMITTEES.
The board, by resolution adopted by a majority of the entire
board, may designate from among its members an executive committee
and other committees, each consisting of three or more directors.
Each such committee shall serve at the pleasure of the board.
Each committee shall adopt rules and regulations at to its
procedures, except that the Chairman shall preside over all meetings
of the committee and shall report his findings. Each committee shall
meet at such time and place as the Chairman thereof shall designate.
The Corporation shall have six standing committees, an Auditing
Committee and such special committees as may be established from time
to time by the Board of Directors.
Members of the standing committees shall be appointed to serve
two (2) year terms. The President shall appoint a Chairman and Vice-Chairman for each committee. The standing committees shall be
defined as follows:
A. NOMINATING COMMITTEE - There shall be a standing Nominating
Committee consisting of three members. The purpose of this committee
shall be to recommend candidates for offices, at-large directorships,
and committee chairmanships. Its chairman will report the findings
of the committee at the annual meeting at which an election is to be
held.
B. PROGRAM COMMITTEE - There shall be a standing Program
Committee consisting of not less than three (3) members. The purpose
of this committee is to maintain the Corporation's overall program
and to recommend the time and place for the Corporation's annual
meeting.
C. MEMBERSHIP COMMITTEE - There shall be a standing Membership
Committee consisting of not less than three members. The purpose of
the committee is to recruit new members, to maintain current members
and to adopt rules to determine eligibility for membership.
D. FINANCE COMMITTEE - There shall be a standing Finance
Committee consisting of not less than five members. The committee
shall prepare, report and recommend the Corporation's annual budget,
approve fund transfers and other business pertaining to the budget.
It shall prepare and recommend quotas for the several local
governments supporting the Corporation. It shall also prepare and
recommend changes to the dues structure and to the fee schedules for
meetings and services to members.
E. LEGISLATIVE COMMITTEE - There shall be a standing
Legislative Committee consisting of not less than five and no more
than seven members in addition to the President and immediate past-
President of the Association. The committee shall consider and act
upon all legislation affecting computer services to local government,
including service bureau and state agency operations which impact
local governments.
The committee shall be responsible for the Corporation's
legislative program.
F. TECHNOLOGY TRANSFER COMMITTEE - There shall be a standing
Technology Committee composed of not less than three members. Its
purpose shall be to maintain and disseminate information to members
concerning local government computer installations and vendors of
computer equipment, supplies and services. It shall develop
standards for system documentation and specifications and develop an
approach for simplification of legislation involving the use of
computers.
G. AUDITING COMMITTEE - An Auditing Committee of at least three
(3) members will be elected at the annual meeting to audit the
financial records of the prior fiscal year and render a report to the
members at the next regular or special meeting.
ARTICLE V - OFFICERS
1. OFFICERS - Officers of the Corporation shall be a President,
Vice-President, Treasurer and Secretary. Each officer must be an
active member of the Association in good standing.
2. TERMS OF OFFICE.
All officers will serve for a term of two (2) years. The
President may not serve more than two (2) complete consecutive terms.
In the event of the death, resignation or removal of an officer, the
board in its discretion may elect or appoint a successor to fill the
unexpired term, except the office of the President. Any two or more
offices may be held by the same person, except the offices of
President and Secretary. Vacancies may be filled by active members
in good standing.
3. PRESIDENT.
The President shall preside at all meetings of the Corporation
and of the Board of Directors. He/she shall serve as an ex-officio
member of all committees, except the Nominating Committee. He/she
shall perform such other duties as are usual or that may be requested
by the Corporation.
4. VICE-PRESIDENT.
In the absence or disability of the President or in the case of
a vacancy in the office of President, the Vice-President shall
succeed to the duties of the President. He/she shall perform such
other duties as are determined by the President.
5. TREASURER - The Treasurer shall:
A. Receive and disburse all monies of the Association.
B. Keep an accurate account of all transactions.
C. Submit an interim report of the financial condition of the
Corporation at the annual meeting.
D. Make an annual report to the members concerning assets, if
any, received from grants.
E. File an annual report on or before January 31st of each year
of all receipts and disbursements during the proceeding fiscal year,
together with the status of all funds and investments.
F. Furnish a financial report semi-annually to the President and
Board of Directors.
6. SURETIES AND BONDS.
In case the board shall so require, any officer or agent of the
corporation shall execute to the corporation a bond in such sum and
with such surety or sureties as the board may direct, conditioned
upon the faithful performance of his duties to the corporation and
including responsibility for negligence and for the accounting for
all property, funds or securities of the corporation which may come
into his hands.
ARTICLE VI BY-LAWS: ADOPTION, AMENDMENT AND REPEAL
By-Laws may be adopted, amended or repealed by the members at
the time entitled to vote in the election of officers and directors.
Amendments shall be submitted to the Board of Directors and
presented at the next annual meeting or special meeting called for
that purpose. Amendments shall be adopted by two-thirds vote of the
active members in good standing registered for that meeting. A copy
of the proposed amendments must be mailed out to the active members
at least five (5) days prior to the meeting called for the adoption
of the amendment.
By-laws may also be adopted, amended or repealed by the Board of
Directors but any by-law adopted, amended or repealed by the Board
may be amended by the members entitled to vote thereon as hereinfore
provided.
ARTICLE VII - SEAL
The seal of the corporation shall be as follows:
ARTICLE VIII - CONSTRUCTION
If there be any conflict between the provisions of the
Certificate of Incorporation and these By-Laws, the provisions of the
Certificate of Incorporation shall govern.
ARTICLE IX - FINANCES
1. DUES.
The Corporation shall be financed by dues. The Board shall
annually determine an equitable basis for the participating local
governments. Dues shall be payable to the Treasurer during the month
of January of each year.
2. GRANTS.
In furtherance of its purposes the Corporation may enter into
contracts for, and receive and expend grants from private foundations
and agencies as well as from the federal, state and local
governments. The board shall apply all assets thus received to the
purposes specified in the granting instrument and to the payment of
the reasonable and proper expenses of administration of such assets.
The board shall cause accurate accounts to be kept of such assets
separate and apart from the accounts of other assets of the
corporation and unless the terms of the granting instrument provides
otherwise, the Treasurer shall make an annual report to the members
concerning these assets.
3. BUDGET.
The annual report of the Corporation shall be prepared and
recommended by the Finance Committee. The Board of Directors shall
be vested with power to alter and amend such proposed budget and
shall formally adopt such budget on or before December 15th for the
following year.
4. DISBURSEMENTS AND EXPENSES.
All disbursements of Corporation funds shall be made by the
Treasurer by check, countersigned, by the President, and drawn after
receipt of an itemized statement. The Board of Directors shall
direct such other requirements as they deem necessary and may audit,
or cause to be audited, all bills against the corporation in
accordance with such rules and regulations as such Board of Directors
may properly establish.
All officers and committee members may be reimbursed for their
actual and necessary expenses incurred in the performance of their
duties, provided a statement is submitted and approved pursuant to
rules and regulations by the Board of Directors and filed in the
office of the Corporation. No officer or committee shall incur any
other liability, except with the approval of the Board of Directors
or by a resolution of the Corporation.
5. AUDIT.
The Board of Directors shall cause the accounts of the
Corporation to be audited annually.
6. ANNUAL REPORT.
The Board shall present at the annual meeting of members a
report, verified by the President and Treasurer or by a majority of
the directors, or certified by an independent public or certified
public accountant or firm of such accountants selected by the board,
showing in appropriate detail the following:
(1) The assets and liabilities, including the trust funds, of
the corporation as of the end of a twelve month fiscal period
terminating not more than six months prior to said meeting.
(2) The principal changes in assets and liabilities, including
trust funds, during said fiscal period.
(3) The revenue or receipts of the corporation, both
unrestricted and restricted to particular purposes during said fiscal
period.
(4) The expenses or disbursements of the corporation, for both
general and restricted purposes, during said fiscal period.
(5) The number of members of the corporation as of the date of
the report, together with a statement of increase or decrease in such
number during said fiscal period, and a statement of the place where
the names and places of residence of the current members may be
found.
The annual report of the directors shall be filed with the
records of the corporation and either a copy or an abstract thereof
entered in the minutes of the proceedings of the annual meeting of
members.
ARTICLE X - AFFILIATE ASSOCIATIONS
1. VOTES.
The Corporation, by majority vote of qualified members, may vote
to affiliate with any other non-profit and/or not-for-profit
organization where such affiliation will further the Corporation's
objective.
2. CURRENT AFFILIATES.
The Corporation's current affiliates are:
New York State Association of Counties (NYSAC)
Government Management Information Sciences (GMIS)
New York State Association of Local Government Records Officers
(NYALGRO)
3. REPRESENTATIVES.
The President shall appoint a representative to represent the
Corporation at meetings of the affiliates.
4. REVIEW.
The Corporation may receive a motion from the floor calling for
a vote on whether or not to retrain current affiliations. The
Corporation must entertain such motions, if made, at least annually.
ARTICLE XI - SERVICES
Only active members in good standing of the Corporation shall be
entitled to receive publications and other services of the
Corporation.
ARTICLE XII - LEGISLATIVE ACTION
No officer, or member, or committee, except the Legislative
Committee shall make any statement in the name of the Corporation
with reference to any proposed or pending legislation without prior
authorization being given by a resolution duly adopted.