Article II - Members

Posted in Bylaws

Section 2.1 Membership Classes

The Corporation shall have two levels of Membership to include voting and non-voting Members. Voting Members shall consist of retired or active sworn law enforcement, and criminal justice partners within New York State. Non-voting Members shall consist of student, honorary, and out of state law enforcement and criminal justice partners.

Section 2.2 Voting Members

Members shall be individuals (1) who are, or previously were, employed within the criminal justice system at the federal, state or local level within New York, (2) who complete an application in the form established by the Board of Directors, (3) whom the Board of Directors or a committee established to review applications, approves for Membership, and (4) who pay the applicable annual Membership dues established by the Board. Voting Members shall be eligible to serve as Directors and Officers. Every effort shall be made to have a wide representation from the associations representing the various law enforcement and criminal justice partners throughout New York State.

Section 2.3 Membership Application

Applications for Membership shall be made in writing and submitted in either paper or electronic form. The Board of Directors shall establish, and may from time to time modify, the format of the Membership application.

Section 2.4 Membership Dues

The monetary amount of Membership dues for each class of Membership shall be determined by the Board of Directors and assessed annually. Dues shall be due and payable as described in the most current version of the Membership application, and thereafter, on January 31 of each subsequent calendar year. In the event that a Member fails to make payment of such dues within thirty (30) days of the due date, the Treasurer shall cause a reminder notice to be mailed to the Member’s address on file. If the Member fails to make payment within thirty (30) days after the reminder notice is mailed, the Member’s Membership shall be terminated. Membership dues shall cover the period January 1 through December 31 of the calendar year in which paid.  First year membership dues received after July 1 of a calendar year, shall cover the period of the remainder of that calendar year in which the dues were received and the following calendar year.  No dues shall be refunded to any Member whose Membership terminates for any reason.

All founding members of the Corporation shall receive lifetime membership to the Corporation. All Past Presidents shall receive lifetime membership to the Corporation at the conclusion of their term as President.

Section 2.5 Non-assignability of Membership

Membership in the Corporation is neither assignable nor transferable

Section 2.6 Annual Meetings of Members

The Corporation shall hold an Annual Meeting of the Members at times and places, within or outside the state of New York, to be fixed by the Board of Directors. The Corporation shall hold its first Annual Meeting on a date within twelve (12) months of the Corporation’s organization. Each successive Annual Meeting shall be held on a date not more than thirteen (13) months following the preceding Annual Meeting.

A meeting of the Members shall be held annually for the election of Directors, and the transaction of other business on a date fixed by or under the by-laws. The election of Directors may be accomplished via an on-line election. Only Voting Members may elect Directors.

Section 2.7 Special Meetings of Members

Special meetings of the Members shall be called upon the instruction of the President or the Board or upon the written request of ten percent (10%) of the Voting Members of record.

Section 2.8 Notice of Members’ Meetings

Written notice of the date, time and place of the Annual Meeting each year shall be given to all Members of record at the meeting not less than ten (10) and not more than sixty (60) days prior to the day of a meeting. In the case of a special meeting, the notice shall also specify the general nature of the business to be transacted. Such notice shall be given to the Member by at least one of the following methods: personally; by sending a copy thereof by first class to the address of record of the Member; by facsimile to the Member’s facsimile number appearing on the books of the Corporation; by email to the Member’s email address appearing on the books of the Corporation; or by posting the Annual Meeting notice on the Association’s official website. If the Notice is sent by mail or fax, it shall be deemed to have been given to the person entitled thereto when deposited in the U.S. mail or in the case of facsimile, when dispatched. The Annual Meeting takes place at the Annual Conference, is open to all Members. Attendance at the Annual Conference is not required to attend the Annual Meeting.

Section 2.9 Waiver of Notice

Notice of any meeting need not be given to any person who may become a Member of record after the mailing of such notice and prior to the meeting, or to any Member who attends such meeting, in person, or to any Member who, in person, submits a signed waiver of notice either before or after such meeting. Notice of any adjourned meeting of Members need not be given, unless otherwise required by statute. Attendance of a Member at a meeting, in person, without protesting prior to the conclusion of the meeting the lack of notice of the meeting, shall constitute a waiver of notice by that Member.

Section 2.10 Action without a Meeting

Any action that may be taken at a meeting of the Members may be taken without a meeting, if a consent or consents in writing setting forth the action, taken or to be taken, shall be signed by all of the Voting Members, entitled to vote on that issue and such consents shall be filed with the Secretary of the Corporation who shall file such consents with the meetings minutes of the Members.

Section 2.11 Record Date

The Secretary of the Corporation shall fix a date as the record date for determining the Corporation’s Members in advance, a date not exceeding fifty (50) days, nor less than ten (10) days, as the record date for the determination of Members entitled to receive notice of, or to vote at, any meeting of shareholders, or for the purpose of any other action with regard to determining the Members entitled to notice of any meeting. If no record date is fixed, the record date for the determination of Members entitled to notice or to vote at a meeting of Members shall be at the close of business on the day next preceding the day on which notice is given, or if no notice is given, the day on which the meeting is held. When a determination of Members of record entitled to notice of or to vote at any meeting of Members has been made as provided for herein, such determination shall apply to any adjournment thereof, unless the Secretary fixes a new record date for the adjourned meeting. Any Member shall have completed thirty (30) days of membership prior to voting entitlement regardless of the record date.

Section 2.12 Voting List

The Secretary of the Corporation shall have charge of the Membership record books for the Corporation and such Officer shall make and certify a complete list of the Voting Members and Non-Voting Members. The list shall be arranged, produced and subject to inspection as set forth in the Act.

Section 2.13 Liability of Members

Members shall not be personally liable for the debts, liabilities or obligations of the Corporation.

Section 2.14 Quorum

The presence of either 25% of the Voting Members entitled to vote on the matter(s) to be acted upon shall constitute a quorum. One or more Members may participate in any meeting of the Members by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting in this manner shall constitute presence in person. The Members present at a duly organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum. The acts at a duly organized and noticed meeting of the Members at which a quorum is present shall be the acts of the Members.

Section 2.15 Voting by Members

Each Voting Member of the Corporation is entitled to one vote on each matter before the Members. The manner of voting on any matter may be by voice, ballot, mail, or any other reasonable means. Unless otherwise provided by these bylaws, a majority vote of the Voting Members present shall govern all matters.

Section 2.16 Proxy

Voting Members shall not be able to vote by proxy.

Section 2.17 Termination.

Any Member’s Membership may be terminated (a) by the Secretary for failure to pay dues in accordance with Section 2.4 or (b) for cause by the vote of a majority of the Directors present at a meeting of the Board of Directors at which a quorum is present. For purposes of termination of Membership for cause, the categories allowing such termination shall include any actions or inactions, by the affected Member, that the Board determines to be detrimental to the Corporation. The affected Member shall be permitted to make a written response to the charges and to attend the meeting and make an oral response. The decision of the Board of Directors shall be final. The foregoing procedure for a hearing before the Board shall not apply to termination for failure to pay dues.

Section 2.18 Resignation

A Member may resign at any time from Membership by giving a written letter of resignation to the Secretary of the Corporation. Members who resign are not entitled to any refund of yearly dues.