AMENDED AND RESTATED
ASSOCIATION FOR CONFLICT RESOLUTION –
GREATER NEW YORK CHAPTER, INC.
In accordance with Section 10.1 of the By-laws of the Association for Conflict Resolution – Greater New York Chapter, Inc. (“ACR-GNY”), the By-laws of ACR-GNY are hereby amended and restated, in its entirety, effective as of the 1stday of February, 2023, as follows:
NAME, PURPOSE, ORGANIZATION, AND LOCATION
1.1 Name. The name of ACR-GNY is Association for Conflict Resolution – Greater New York Chapter, Inc. (“ACR-GNY”), and it is a chapter created pursuant to Article 19 of the Bylaws of the Association for Conflict Resolution, Inc. (“ACR”), a New York State corporation. ACR-GNY is incorporated as a non-profit corporation, pursuant to the laws of the State of New York, based on the Model Articles of Incorporation set forth in ACR’s Policy and Procedures Manual.
1.2 Purpose. The purpose of ACR-GNY is to provide information and educational programs to its members and the public to promote understanding and improved use of peaceful, effective conflict resolution methods and services. It does so by enabling members of the organization to meet and attend local programs and activities that support their professional development, thereby sharing ideas, promoting best practices, and making networking connections throughout the area within and outside of the alternative dispute resolution field. Additionally, ACR-GNY promotes and carries out, on a local and regional level, the Mission, Guiding Principles, and By-laws of ACR.
1.3 Election to be Group Exemption Chapter. ACR-GNY has chosen to be a subordinate entity of ACR, as defined by the Internal Revenue Code. ACR-GNY is a Group Exemption Chapter, will be included under ACR’s 501(c)(3) Internal Revenue Service Group Exemption Letter, and shall comply with the requirements for this status as set forth in ACR’s Policy and Procedures Manual, as well as all relevant regulations of the Internal Revenue Service. To be clear, all activities of ACR-GNY must be in compliance with the ACR Policy and Procedures Manual.
1.4 Reports. ACR-GNY shall file each year with the ACR Executive Director such reports as the Executive Director may from time to time require. If ACR-GNY fails to file such reports, it is subject to losing its eligibility to be included in ACR’s Group Exemption Letter, be suspended as a chapter, or lose other benefits of a Chapter of ACR.
1.5 ACR Diversity and Equity Policy.
1.5.1 ACR-GNY’s Diversity and Equity Commitment. ACR-GNY is committed to diversity and equity in its membership, structure, and organizational work. A culturally diverse organization is one that recognizes, supports, values, and utilizes people’s differences and similarities in support of the organization’s goals and objectives. Equity and diversity mean recognizing and working to eliminate injustices in access, process, and outcomes of ACR-GNY’s work, and striving to meet the needs of diverse members and stakeholders.
1.5.2 Scope of ACR-GNY’s Commitment. ACR-GNY seeks to encourage andpromote participation, accessibility, active representation, and leadership from diverse populations including, but not limited to, races, ethnicities, national origins, languages, genders, sexual orientation, economic statuses, disciplines, school or organizational locations, physical abilities, ages, religions, educational types or levels, and perspectives. Further, ACR-GNY actively implements equity and affirms diversity in its work, including its publications and standards, and in its board, staff, programs, chapters, sections, and committees.
1.5.3 Implementation of ACR-GNY’s Commitment. In order to promote diversityand equity in our organization and our field, on-going self-examination is essential. We are committed to discussing and implementing fairness and openness in our values, procedures, conceptual frameworks, and structures. All persons participating in ACR-GNY programs and activities are a part of this endeavor.
1.5.4 ACR-GNY’s Responsibilities. ACR-GNY shall elect or appoint at least one person to oversee the implementation of this commitment within the Chapter; at the same time, it is the belief of ACR-GNY that each person is also individually responsible for furthering the concept and practice of equity and diversity.
1.6 Location. The address of ACR-GNY is as set forth in its Articles of Incorporation, or such other location as the Directors may determine from time to time.
2.1 No Private Inurement. ACR-GNY shall be operated for public benefit rather than to benefit any individual or private group of individuals. No part of the net earnings of ACR-GNY shall inure to the benefit of, or be distributed to, its Directors, Officers, or employees, other than reasonable compensation for services actually rendered or reimbursement for actual expenses approved and reasonably incurred. No decisions shall be made or actions taken which harm the corporate person of ACR-GNY or ACR to benefit or favor individuals.
2.2 Legislative Activities. No substantial part of the activities of ACR-GNY shall consist of attempting to influence legislation or lobby for the enactment of legislation, and ACR-GNY shall not participate in, intervene in, or publish or distribute statements regarding any political campaign, either on behalf of, or in opposition to, any candidate for public office.
2.3 Compliance with Law. Notwithstanding any other provisions of present or future federal or New York law governing or pertaining to non-profit corporations, ACR-GNY shall not engage in or carry on activities not permitted to be engaged in or carried on by a corporation described in Section 501(c)(3) of the Internal Revenue Code or the applicable tax code in New York.
2.4 No Liability to ACR. No activity undertaken by ACR-GNY shall create any financial liability or any contractual or legal obligation for ACR without the express, prior, written authorization of the ACR Board of Directors.
2.5 Public Policy Position. ACR-GNY shall not take a public position on any public policy issue without the express, prior, written authorization of the ACR Board of Directors.
2.6 No Certification. ACR-GNY shall not credential, license, certify, recommend, designate, or appoint practitioners of dispute resolution.
3.1 Members. Any person who meets the requirements set forth in Section 3.2 below and who supports the purposes set forth in Section 1.2 above, shall be eligible to become a member of ACR-GNY.
3.2 Membership Categories. ACR-GNY shall have two (2) membership categories: “Regular Member” and “Affiliate Member.” By itself, the term “member” shall be inclusive of both.
3.2.1 Regular Members. Regular Members must (i) be a member of ACR in any category of membership, as set forth in Article 5 of the ACR By-laws; (ii) be current with her/his ACR membership dues; and (iii) be current with her/his ACR-GNY membership dues. Regular Members shall have full Chapter voting privileges and may serve as an ACR-GNY officer or director as provided herein.
3.2.2 Affiliate Members. Affiliate Members are individuals not holding membership in ACR, but (i) whose ACR-GNY membership dues are current; (ii) who have agreed to abide by ACR’s ethical standards; and (iii) who have agreed to support ACR’s Mission and Guiding Principles. Affiliate Members shall have full Chapter voting privileges, but may not serve as an ACR-GNY officer or director. Affiliate Members may, however, serve on committees.
3.3 Student Members. Student or Youth members of ACR are eligible to be Regular Members of ACR-GNY. Individuals who meet the requirements for Student or Youth membership in ACR, but who are not current members of ACR, may become Affiliate Members of ACR-GNY, pursuant to the terms of Section 3.2(b) of these By-laws.
3.4 Membership Standing. Membership shall be restricted to those who meet the eligibility criteria set forth in Sections 3.2 and 3.3 above, who are current in their membership dues, and who have not otherwise been suspended or expelled from membership. A member must be current in her/his membership dues as a precondition to being in “good standing” with ACR-GNY in order to enjoy the benefits and privileges of membership. The Directors may from time to time establish and set membership dues for each class of members. A member may not assign, transfer, alienate, pledge, hypothecate or otherwise share, transfer, or delegate their membership.
3.5 Annual Meeting of Members. An annual meeting of the members shall be held on a date and during a time to be determined by the Directors for the purpose of electing the Directors and Officers of ACR-GNY and for the transaction of such other business as may come before the members at such a meeting. Failure to hold the annual meeting at the designated time or any adjournment thereof shall not affect otherwise valid corporate acts or result in a forfeiture or dissolution of ACR-GNY. If the annual meeting is not held on the date designated, the Board of Directors shall cause the meeting to be held as soon thereafter as convenient. Written notice stating the date, time, place, and purpose of the Annual Meeting shall be sent to the members by mail or electronic mail at least twenty-eight (28) days prior to the date of the Annual Meeting.
3.6 Special Meeting of the Members. A special meeting of the members may be requested by the Directors, by any single Officer, or upon the written request of not less than fifteen percent (15%) of the members, which meeting shall be held no less than two (2) weeks but not more than eight (8) weeks of such request. Members shall receive at least fourteen (14) days’ written notice, as designated by the New York Not-for-Profit Corporation Law (“NFPCL”), or by e-mail if not otherwise authorized by the NFPCL, which shall provide the date, time, place, and purpose of the Special Meeting.
3.7 Actions Without Meeting. Any action required or permitted to be taken at a meeting of members by the NFPCL, the Articles of Incorporation, or the By-laws of ACR-GNY (except for any amendments to the Articles of Incorporation or the By-laws of ACR GNY (the latter of which is governed by Section 10.1), the removal of a member, or the dissolution of ACR-GNY) may be taken without a meeting if all the members entitled to vote thereon consent thereto in writing, except that, in the case of any action to be taken pursuant to a merger, consolidation and sale of assets, such action meets the requirements of the applicable provision of the NFPCL.
3.8 Quorum. The lesser of ten (10) members or a number of members representing ten percent (10%) of the total membership shall constitute a quorum for any Special Meeting or the Annual Meeting. A majority vote of the members present and eligible to vote shall be required for the adoption of any resolution at either a Special Meeting or an Annual Meeting. Once a quorum is present, withdrawal of members from the meeting shall not negate a quorum.
3.9 Voting. Each member in good standing is entitled to one vote. Whenever any action, other than the election of Directors or Officers, is to be taken by vote of the membership, it shall be authorized by a majority of the votes cast at a meeting of members by the members entitled to vote thereon.
3.10 Voting by Proxy. Any absent member eligible to vote at any meeting of the members may be represented as present and vote at such meeting by a proxy authorized in writing. Such written authorization must (i) identify the matter with respect to which the proxy is granted; (ii) contain the full name of the member entitled to vote; (iii) include the signature of the member granting the proxy; (iv) indicate the date signed by the member granting the proxy; and (v) be filed with the Secretary of ACR-GNY at or prior to the meeting.
3.11 Record Date. The Directors may fix, in advance, a date as the record date for determining ACR-GNY’s members with regard to any action or event and, in particular, for determining the members entitled to: notice of or to vote at any meeting of members or any adjournment; give a written consent to any action without a meeting; or receive or enjoy any benefit or right of membership. The record date for a members meeting may not be less than two (2) weeks before the date of the meeting. The record date to determine members entitled to give written consent may not be more than eight (8) weeks before the date fixed for tabulation of the consents or, if no date has been fixed for tabulation, more than eight (8) weeks before the last day on which consents received may be counted. The record date may in no case be more than eight (8) weeks prior to the members meeting or other action or event to which it relates.
3.12 Removal. A member may be removed as a member for cause by a majority vote of the Board of Directors at a meeting at which a quorum is present. Cause is defined as failing to abide by applicable standards of ethics, professional responsibility, and practice, as amended from time to time. A member may be removed for cause only after reasonable notice and opportunity to be heard before the Board of Directors.
4.1 Directors. The Board of Directors (or Board) of ACR-GNY shall exercise general management over the business and affairs of ACR-GNY and to do such lawful acts and things as it deems proper and appropriate to promote the objectives and purposes of ACR-GNY, including the power to authorize the making and execution of any lawful contracts on behalf of ACR-GNY and to transact the business of the Chapter between meetings of ACR-GNY members.
4.2 Qualifications. Each Director must be a Regular Member in good standing at all times during her/his term as a Director.
4.3 Number. The Board shall consist of no less than seven (7) and no more than thirteen (13) Directors. Consistent with the foregoing, the Directors shall have the authority to prospectively expand or reduce the number of members of the Board, including choosing not to fill any vacancies that may arise, but may not remove any Director except as delineated in Section 4.10. No more than one Director may be a Student or Youth member of ACR. The immediate past Chapter President shall be a non-voting, ex-officio member of the Board for one year after the completion of her/his term of office.
4.4 Election. Directors shall be elected by a majority of the members at the Annual Meeting of Members. Directors shall be elected for a term of two (2) years and shall serve until such person’s successor is elected and qualified, or until the earlier of her/his death, disability, resignation, or removal. If a vacancy occurs during the term, the vacancy may be left open or the vacancy may be filled by appointment of a vote of the majority of the remaining Directors. A Director who departs from the Board of Directors due to this limit would be eligible to stand for re-election after one term (two years) away from the Board of Directors.
4.5 Quorum. In-person presence, or Electronic Participation (as defined below), at any meeting by 50% or more of the Board of Directors shall constitute a quorum for any meeting of the Board. Once a quorum is present, withdrawal of any Director from the meeting shall not negate a quorum.
4.6 Voting Rights and Voting. Each Director present, or participating through Electronic Participation (as defined below), at a meeting shall be entitled to one vote. A majority of those present (in person and/or electronically) shall be required for the adoption of any Directors’ resolution. Any absent Director may be represented as present at an annual, regular, or special meeting and may vote at such meeting by a proxy authorized in writing in the same manner as Section 3.10, such proxy to be granted only to another Director.
4.7 Unanimous Consent in Lieu of Meeting. Any action of the Directors may be taken without a meeting, if written approval thereof (including approval by electronic mail or other form of electronic communication) setting forth the action so taken shall have been signed (or otherwise approved by electronic mail or other form of electronic communication) by all of the Directors in office and filed with the Secretary within twenty-eight (28) days from the date such action was taken.
4.8 Meetings. Regular meetings of the Board of Directors shall be held as determined by the Directors. Special meetings of the Board of Directors may be called by the President or by any Director at the request of the President. The President may fix any place, either within or without the State of New York, as the place for holding any regular or special meeting. Any three (3) Directors may also call a special meeting and fix any place, either within or without the State of New York, as the place for holding that meeting. At least three (3) days’ written notice stating the time, place, and purpose of any regular or special meeting shall be given to the Directors. Any or all Directors may participate in a meeting of the Board or a committee of the Board by means of telephone conference, video conference, or any other means of communications by which all persons participating in the meeting are able to hear and/or see each other (“Electronic Participation”). Electronic Participation shall constitute, and shall be deemed, presence in person at a meeting. Minutes of all Board meetings shall be prepared and sent to all Directors and the ACR CEO, after approval by the Board.
4.9 Adjourned Meetings. When a meeting is adjourned, the Secretary shall give notice via electronic mail to the Directors, within twenty-four (24) hours of the time the meeting is adjourned, of the date, time, and place of the continued meeting.
4.10 Reimbursement. The Directors shall be entitled to reimbursement of Board-authorized expenses incurred in the performance of their duties and responsibilities, as approved by a reimbursement policy adopted by the Board; provided, however, that ACR-GNY shall not reimburse any expenses that could jeopardize, in any way, its non-profit status or ACR’s non-profit, tax-exempt status. No Director shall receive any remuneration for her/his services as a Director.
4.11 Removal. Any Director may be removed for cause by an affirmative vote of two-thirds of the Board of Directors. Cause is defined as failing to (a) abide by ACR’s Ethical Standards; (b) support ACR’s Mission and Guiding Principles; and/or (c) fulfill her/his responsibilities as a Director, including, without limitation, accumulating three (3) or more unexcused absences from any scheduled meeting of the Board of Directors in any consecutive twelve-month period. An absence shall be deemed unexcused at the discretion of the President and may include any absence for which the Director fails to provide at least twenty-four (24) hours’ prior written, electronic, or telephonic notice to the President. A Director whose removal is to be considered shall receive at least two weeks’ written notice of such proposed action and shall have the opportunity to address the Board of Directors regarding such action prior to any vote on such removal. A Director shall automatically be removed from office if she/he is removed as a member.
4.12 Conflict of Interest. Directors may not have interests in conflict with those of the Chapter. Each Director must endeavor to be conscious of the potential for such conflicts of interest with ACR-GNY and act with candor and care in dealing with any such situation. To the extent known to the Director, she/he shall disclose any actual or potential conflict of interest to the Board of Directors and, when appropriate, remove herself/himself from discussions and decisions regarding this matter. If she/he becomes aware of any actual or potential conflict of interest after the Board of Directors has entered into discussion of, or made a decision regarding, any matter, then she/he shall immediately apprise the Board of Directors of the actual or potential conflict of interest. Following a disclosure of any actual or potential conflict of interest, the Board of Directors should provide a disinterested review of the matter and, if necessary, revisit any decisions previously made.
5.1 Officers. The Officers of ACR-GNY shall be the executives responsible for the regular and day-to-day management over the business and affairs of ACR-GNY and to do such lawful acts and things as it deems proper and appropriate to promote the objectives and purposes of ACR-GNY. The Officers holding the executive offices of ACR-GNY shall comprise: President, President-Elect, Treasurer, and Secretary. Additional officer positions, namely, one or more Vice Presidents, may be opened for election as set forth in Section 5.4.
5.2 Election & Holding Office. With the exception of the office of President, all Officers shall be directly elected from among the Directors (or contemporaneously elected as a Director) by a majority of the members at the Annual Meeting of Members. For greater clarity, each Officer shall also be a Director. Officers shall be elected for a term of two (2) years and shall serve until such person’s successor is elected and qualified, or until the earlier of her/his death, disability, resignation or removal. With the exception of the President and President-Elect positions, if a vacancy occurs during the term, the vacancy may be left open or the vacancy may be filled by appointment by majority of the Board of Directors. For the President-Elect position, if a vacancy occurs during the term, the vacancy may be left open or the vacancy may be filled by a special election of a majority of the members, the procedures for such election to be determined at the discretion of the Board of Directors. The President-Elect shall succeed to the Office of the President and assume the duties of the President upon the vacancy of the Office of the President. No person serving as an Officer shall hold more than one executive office at any one time.
5.3 Duties of Officers. The duties of the Officers of ACR-GNY shall be as follows:
5.3.1 President. The President shall be the chief executive officer of ACR-GNY and shall be responsible for: (i) the general management of the business of ACR GNY; (ii) the regular and day-to-day management of the business of ACR-GNY; (iii) seeing all orders and resolutions of the Board of Directors are carried out; (iv) appointing members to committees created by the Board of Directors, and appointing and/or remove the chairperson(s) of each committee; (v) creating ad hoc committees, appointing members, and appointing/removing chairpersons to such committees; and (vi) performing any other duties prescribed by the NFPCL. The President shall also keep the Directors and the ACR CEO fully informed and shall regularly consult with them concerning the activities and affairs of ACR-GNY. The President may, from time to time, upon notice to the Board of Directors, directly delegate the rights and obligations of the office of President to the President-Elect; provided, however, such delegation must be limited in scope, authority, and duration. The President shall also serve as an ex-officio member of all committees of ACR-GNY.
5.3.2 President-Elect. The President-Elect shall be an executive officer of ACR-GNY and shall be responsible for: (i) the general management of the business of ACR GNY; (ii) assisting the President in the regular and day-to-day management of the business of ACR-GNY; (iii) seeing all orders and resolutions of the Board of Directors are carried out; and (iv) performing any other duties prescribed by the NFPCL. The President-Elect shall also serve as the co-chairperson of the Annual Conference Committee, responsible for leading the committee in organizing the ACR-GNY Annual Conference. In the absence of the President or under a direct delegation from the President, the President-Elect shall exercise the powers, duties, and obligations of President. The President-Elect shall succeed to the Office of the President and assume the duties of the President upon the expiration of the term of the President.
5.3.3 Treasurer. The Treasurer shall be the chief financial officer of ACR-GNY and shall be responsible for the following: (i) the general management of the business of ACR-GNY; (ii) keeping full and accurate accounts of receipts and disbursements of ACR-GNY; (iii) collecting all funds due ACR-GNY and disbursing funds as required to meet the obligations of ACR-GNY; (iv) keeping the funds of ACR-GNY in a separate account to the credit of ACR-GNY; (v) unless the Board of Directors provides otherwise, rendering to the President and Board of Directors, as requested by them, but not less than once a year, regular accounting of all transactions and of the financial condition of ACR-GNY, as well as an annual financial report to the members at the Annual Meeting of Members; (vi) unless the President provides otherwise, overseeing ACR-GNY’s accountant; and (vii) performing any other duties prescribed by the NFPCL. The Treasurer shall also provide an annual written financial report to the ACR CEO by March 15th of each year for the preceding fiscal year, consistent with the applicable provisions of the ACR Policy and Procedure Manual. In addition, the Treasurer shall perform other duties as may be assigned by the Directors.
5.4 Additional Officers (Vice President). ACR-GNY may, by majority of the Board of Directors, from time to time, open the office of Vice President, or one or more Vice Presidents, for election by a majority of the members at the Annual Meeting of Members. ACR-GNY shall not be required to have or fill the position of Vice President. In the event the majority of the Board of Directors determines that there may be a need for one or more Vice Presidents, then: (a) the duties of such one or more Vice Presidents shall consist of (i) the general management of the business of ACR-GNY; (ii) undertaking and performing such other functions and tasks as may be assigned by the President or Board of Directors; and (iii) performing any other duties prescribed by the NFPLC; and (b) the office of such one or more Vice Presidents shall be for that two-year term only, and the office of such one or more Vice Presidents shall not automatically stand for election at the next cycle (if the Board of Directors determines that it would be desirable for the offices of such one or more Vice Presidents be open to stand for election, the Board of Directors by majority vote must open such office each year for vote or election at the next Annual Meeting of Members).
5.5 Reimbursement. Officers shall be entitled to reimbursement of Board-authorized expenses incurred in the performance of their duties and responsibilities, as approved by a reimbursement policy adopted by the Board; provided, however, that ACR-GNY shall not reimburse any expenses that could jeopardize, in any way, its non-profit status or ACR’s non-profit, tax-exempt status. No Officer shall receive any remuneration for services as an Officer.
5.6 Removal. Any Officer may be removed for cause by an affirmative vote of two-thirds of the Board of Directors under the same standards and procedures for Directors set forth in Section 4.11. An Officer shall automatically be removed from office if she/he is removed as a Director and/or as a member.
6.1 Committees. Except as otherwise provided by these By-laws, the Board of Directors or the President may establish one or more committees to consist of one or more members in good standing. Any act of any committee shall be advisory, shall not bind the Board of Directors or ACR-GNY, and shall be subject to approval by the Board of Directors. Except as otherwise provided by these By-laws or in any resolution of the Board establishing a committee, the President shall annually appoint one or more chairpersons to lead each committee established under this section.
6.2 Powers of Committees.
6.2.1 Scope and Restrictions. Committees shall have only such powers as the Board shall confer. The Directors shall not delegate any of its powers as must be performed by the Directors by law, the Articles of Incorporation, or these By laws. Unless the Directors otherwise designate, committees shall conduct their affairs in the same manner as provided in these By-laws for the Directors. No committee shall have the power or authority as to the following: (i) make, alter, or repeal any by-law of ACR-GNY; (ii) elect or appoint any Officer or Director, or remove any Officer or Director; or (iii) amend or repeal any resolution previously adopted by the Board.
6.2.2 Board Adoptions. The Board, by a majority vote of the Directors, may: (i) fill any vacancy in such committee; (ii) appoint one or more persons to serve as alternate members of any such committee, to act in the absence or disability of members of any such committee with all the powers of such absent or disabled members of a committee; (iii) abolish any such committee at its pleasure; or (iv) remove any members of such committee at any time, with or without cause.
6.2.3 Committee Meetings. A majority of each committee shall constitute a quorum for the transaction of business, and the act of the majority of the committee members present at a meeting in which a quorum is present shall be the act of such committee.
6.3 Nominating Committee.
6.3.1 The President shall appoint a Nominating Committee, with approval of the Board, of no less than three (3) members, preferably one of whom shall be a past president of ACR-GNY, to propose nominees for the election of Officers and Directors. The Nominating Committee shall endeavor to present nominations for office in ACR-GNY that present a balance among the various areas of dispute resolution represented by ACR-GNY members and which fulfill the diversity policy set forth in Section 1.5 of these By-laws. The Nominating Committee shall make nominations for all the Officers and Directors required by Articles IV and V that will be vacated at the end of the current Fiscal Year to serve during the next Fiscal Year or to fill any vacancies.
6.3.2 The Nominating Committee shall solicit nomination recommendations to fill any vacancies from any source it deems appropriate, including the ACR-GNY membership. In advance of a duly scheduled Board meeting, the Nominating Committee shall present its nomination recommendations for filling any vacancies to the Board for its consideration. Nominations for office shall also be accepted from the floor at the time of election. The Nominating Committee may not nominate any person(s) serving on the Nominating Committee for a position of Officer or Director on the slate that they are recommending, and no person may be nominated for more than one (1) Officer position or Director position.
7.1 Nominations. As soon as practicable following the Annual Nomination Meeting of the Nominating Committee, the chairperson of the Nominating Committee shall advise the Secretary of such nominations.
7.2 Election Procedure. Elections shall be held at the Annual Meeting of the Members. Any proxy sent or ballot cast by electronic mail or facsimile must be received by ACR GNY no later than one (1) day before the Annual Meeting. Any ballot returned by hand must be received by ACR-GNY no later than the Annual Meeting. Ballots shall include appropriate space for write-in candidates. If a write-in candidate does not consent to election after the vote, the write-in votes are voided and no re-vote will be granted. Envelopes containing voting materials (ballots or proxies) shall be opened at the beginning of the Annual Meeting.
8.1 Place of Meetings. Meetings may be held at such place within or without New York as the Board of Directors, or Officers, as the case may be, from time to time determine, or as may be designated in the notice of the meeting.
8.2 Notice. Except as otherwise provided for by the NFPCL, written notice shall be given to any member entitled to vote either: (a) personally; (b) by sending a copy thereof through first-class mail, postage prepaid; or (c) via electronic mail or facsimile, to the contact information appearing on the books and records of ACR-GNY or supplied to ACR-GNY for the purpose of notice by such member. If the notice is sent by mail, it shall be deemed to have been given to the member entitled thereto when deposited in the mail. Such notice shall specify the date, time, and place of the meeting, and, in the case of a special meeting or where otherwise required, the general nature of the business to be transacted. Notice must be given within the periods prescribed in these By-laws.
8.3 Waiver of Notice. Any required notice may be waived by the written consent of the member entitled to such notice either before or after the time for giving of notice, and attendance of a member at any meeting shall constitute a waiver of notice of such meeting, except where a member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.
LIABILITY AND INDEMNIFICATION
9.1 No Personal Liability. The members, Officers, and Directors of ACR-GNY shall not be personally liable for the debts, liabilities, or obligations of ACR-GNY. All persons, corporations, or other entities extending credit to, contracting with, or having any claim against ACR-GNY may look only to the funds and property of ACR-GNY for the payment of any such contract or claim, or for the payment of any debt, damages, judgment, or decree, or of any money that may otherwise become due or payable to them from ACR-GNY. A member shall be liable to ACR-GNY only to the extent of any unpaid portion of membership dues or assessment which ACR-GNY may lawfully impose, or for any other indebtedness owed by the member to ACR-GNY.
9.2 Indemnification. ACR-GNY shall indemnify, defend, and hold harmless any member, Officer, or Director of ACR-GNY for any debts, liabilities, or obligation arising out of or related to the good faith efforts and/or non-negligent performance of such member’s, Officer’s, or Director's duties of ACR-GNY.
9.3 Liability Insurance. ACR-GNY shall purchase and maintain (a) general liability insurance; and (b) Directors and Officers liability insurance and insurance to indemnify ACR-GNY for any obligation which it incurs as a result of the indemnification of Directors and/or Officers, to indemnify Directors and/or Officers in instances in which they may be indemnified by ACR-GNY, and to indemnify the Directors and/or Officers in instances in which they may not otherwise be indemnified by ACR-GNY, provided the contract of insurance covering such Directors and/or Officers provides, in a manner acceptable to the superintendent of insurance, for a retention amount and for co-insurance. All other issues concerning the liability, coverage, and protection of ACR-GNY’s Directors and Officers shall be governed by the NFPCL. Any insurance carried by ACR-GNY shall also name ACR, its Officers, Directors, and employees as additional insureds.
9.4 Officer Obligations. In regards to Directors and Officers liability insurance and/or indemnification insurance, in addition to the duties and obligations set forth in Article 5 above, the Treasurer and the Secretary shall be responsible as follows: the Treasurer shall purchase indemnification insurance and ensure that it is in effect during the then current year to cover all the then current Directors and Officers, and provide the insurance policy documents to the Secretary of ACR-GNY for safekeeping.
10.1 Amendment of Articles of Incorporation and By-laws. Either the ACR-GNY Articlesof Incorporation and By-laws may be amended at a single meeting of the Board of Directors and be adopted at such meeting, a quorum being present, by a seventy-five (75%) percent majority vote of the members of the Board present, or such amendments and revisions may be adopted in a written document approved and signed unanimously, or in counterparts, by the Directors, without the necessity of a formal meeting of the Board of Directors.
10.2 Fiscal Year. The Fiscal Year of ACR-GNY shall be from January 1 to December 31 each year.
10.3 Authorization for Expenditures.
10.3.1 Delegated Authority Approval Thresholds. Expenditures up to and including Five Hundred Dollars (=<$500) may be authorized by any one Officer. Expenditures over Five Hundred Dollars (>$500) up to and including Twenty-Five Hundred Dollars (=<$2,500) must be authorized by two Officers. Expenditures over Twenty-Five Hundred Dollars (>$2,500) must be approved by a majority vote of Board of Directors in attendance at the next available (or special) board meeting.
Note: "Officer" denotes sitting President, Secretary, and/or Treasurer
10.3.2 Standard Operating Procedure.
● Approval must be obtained before procurement (incurring the obligation for expenditure).
● Approval workflow:
○ Submit expenditure proposal (request for expenditure using form XXXX).
○ ii) Request approval based on delegated authority thresholds.
○ If approved: Submit signed form to Treasurer for reconciliation and reporting.
○ Action procurement transaction (purchase) and submit receipt of invoice and or payment to the Treasurer. This work-flow step is required for all expenditure (includes expenditure $500 or less).
If not approved: Do not action the procurement transaction (purchase). Either resubmit the expenditure proposal subject to any conditions set down by the approvers or abandon the procurement process.
● Expenditure over $500 shall be included as a material line item in the monthly financial update to the Board. Minimum disclosure shall include:
○ Expenditure type
○ Value in dollars
○ Reason for incurring the expenditure
10.4 Secretary. The Secretary shall be a director, employee, or contractor, or member of ACR-GNY and shall be responsible for the following: (i) the general management of the business of ACR-GNY; (ii) acting as clerk; (iii) recording all votes and preparing all minutes of all Directors, Officers, Special, and Annual meetings; (iv) overseeing all minutes, resolutions, filings, and maintaining minute book and books and records of ACR-GNY; (v) overseeing and preparing notices and correspondence for communication to the members, the appropriate ACR Regional Director, and the ACR Director representing Chapters, the ACR CEO, and the editors of the ACR News; (vi) compiling such statistics and other data as may be required by the Directors or the members acting at a duly called meeting; (vii) presenting at the Annual Meeting a complete list of members; (viii) undertaking and performing such other functions and tasks as may be assigned by the President or the Board of Directors; and (ix) performing any other duties prescribed by the NFPCL. Additionally, the Secretary shall be responsible for: (i) checking and forwarding all telephone messages received by the ACR-GNY telephone number; (ii) updating the outgoing ACR-GNY voicemail message to include prospective programs, meetings, and upcoming events; and (iii) receiving and forwarding ACR-GNY correspondence to the appropriate Officer(s), Director(s) and/or Committee Chair(s) for prompt follow-up action.
AMENDED AND RESTATED AS OF: February 1, 2023
Last Revised By-laws 2013