Article IV - Committees

Written by Anthony Drago. Posted in Bylaws

Section 4.1 Committees.

The Corporation has an Executive Committee made up of the President, Vice President, Secretary and Treasurer, and the following standing committees: Technology, Membership, Conference, Community Service, and Nominating. Other than the Executive Committee, which is a Committee of the Board, all other Committees shall be Committees of the Corporation

With respect to the standing Nominating Committee, it shall consist of members of the Corporation who were past presidents of the Corporation. The immediate past president will be the chair of the Nominating Committee, and such committee shall be made up of no less than three (3) individuals. The Nominating Committee shall, after receiving all Statements of Interest for Board of Director candidates, review statements and interview candidates deemed appropriate for election to the Board of Directors. The Nominating Committee shall forward the Committee’s nomination of candidates to the Secretary for election procedures to commence in the members general election of candidates to the Board of Directors.

The Board, by resolution adopted by a majority of the entire Board, may establish one or more other committees, each of which shall have at least one or more Members, whose chairperson shall be designated by the Board. Such committees of the Board shall meet as necessary to accomplish their goals. The Board is authorized in its discretion to approve reimbursement for travel and actual expenses necessarily incurred by Members of committees in attending committee meetings and in performing other official duties as such. The Board, by resolution adopted by a majority of the entire Board, may fill a vacancy in any committee, abolish any committee, and remove any Director from membership on a committee at any time, with or without a cause. Except as otherwise provided in these Bylaws or in the resolution creating the applicable committee, committee chairpersons and Members shall be appointed annually by the Board and may be reappointed to a committee for an unlimited number of terms. The chairperson of each committee shall determine the date and place of all committee meetings. Each committee may adopt its own rules of procedure not inconsistent with these Bylaws.

No Committee of the Corporation shall have the authority to bind the Board.   Members of the Committees of the Corporation, who may be non-directors, shall be appointed by the President upon the recommendation of the Board of Directors and Committee Chair.

Section 4.2 Limitation on Power of Committees.

No such committee shall have any power or authority to do any of the following:

(a) Create or fill vacancies in the Board of Directors;

(b) Take action on matters committed by the Bylaws or a resolution of the Board

(c) Make, alter or repeal any Bylaw of the Corporation;

(d) Elect or appoint any Director, or remove any officer or Director;

(e) Submit to Members any action that requires Members’ approval;

(f) The fixing of compensation of the directors for serving on the board or any committee;

(g) The approval of a merger or plan of dissolutoin;

(h) The adoption of a resolution recommending to the members action on the sale, lease, exchange or other disposition of all or substantially all of the assets of a corporation or, if there are no members entitled to vote, the authorization of such transaction;

(i) The approval of amendments to the certification of incorporation;

(j) amend or repeal any resolution previously adopted by the Board of Directors; or

(k) Any other action prohibited by New York State law.

Section 4.3 Committee Chairperson

Each committee chairperson shall be responsible for the general organization and operation of the committee he or she chairs, including but not limited to: presiding at committee meetings, providing leadership and guidance to the committee and its Members, overseeing all committee activities, and reporting on committee activities when called upon. Each standing committee chairperson shall also be responsible for submitting committee minutes to the secretary and attending meetings of the Board of Directors if directed by the President. The chairperson shall be responsible for such other duties as may from time to time be assigned by the President, Vice President, or Board of Directors. Each committee chairperson shall be appointed by the President as stated in Section 5.6.

Section 4.4 Committee Meetings

The working committee must meet at least twice per year, and one meeting may be in conjunction with the Annual Meeting. All meetings of the committee shall be held at a location to be determined by the Working Committee Chairperson, or via conference call.