THE CONSTITUTION AND BY-LAWS
OF THE
ROCHESTER POLICE
BENEVOLENT ASSOCIATION
Amended and revised as presented herein on October 2008
PRINTED IN 2008
CONSTITUTION
ARTICLE I THE ASSOCIATION & PURPOSE
ARTICLE II MEMBERS AND MEMBERSHIP
Section 1 Composition of Association
Section 2 Eligibility and Termination
Section 3 Expulsion from Membership
Section 4 Membership Committee
Section 5 Expulsion for Nonpayment of Dues
Section 6 Reinstatement into Association
Section 7 Filing of Application for Membership
Section 8 Initiation Fee; Designation of Beneficiary
ARTICLE III DUES
Section 1 Regular Dues
Section 2 Exempt Dues
ARTICLE IV CONTROL AND DIRECTION
ARTICLE V OFFICERS AND TRUSTEES
Section 1 Officers
Section 2 Board of Trustees
Section 3 Rosewood Club
ARTICLE VI DEATH OF MEMBER
Section 1 Committee Assistance
Section 2 Ordinary or Accidental Death
Section 3 Death by Suicide
Section 4 Death in Line of Duty
Section 5 Certificate of Beneficiary
Section 6 Modification of Death Benefit
ARTICLE VII DETERMINATION OF PHYSICAL FITNESS
ARTICLE VIII AMENDMENTS AND TERMINATIONS
ARTICLE IX TRUST FUND
Section 1 Control of Investment
Section 2 Limitation of Liability
Section 3 Actuarial Soundness
ARTICLE X PLAN ADMINISTRATION
ARTICLE XI CLAIMS PROCEDURE
CONSTITUTION
ARTICLE I THE ASSOCIATION
This Association shall be known as the �Rochester Police Benevolent Association�. The purpose of the Association is to provide, in the event a member dies, a death benefit to the member�s named beneficiary and to render any incidental assistance to the member�s family as provided more specifically in the Articles that follow. (Adopted 10/28/82)
ARTICLE II MEMBERS AND MEMBERSHIP
Section 1 Composition of Association
The Association shall be composed of its members and other persons who shall hereafter be elected to membership from newly-appointed police officers to the Rochester Police Department. However, no person who shall have been a police officer for more than six months with the Rochester Police Department shall be eligible for new membership. (Amended 4/96)
Section 2 Eligibility and Termination
Members of the Association shall be entitled to the benefits of this Association only while a full-time police officer or a retired officer of the Rochester Police Department. This provision does not affect those persons who were elected to membership before April 29, 1942. They are entitled to benefits regardless of whether they continue as full-time police officers. If a member of the Association is terminated for any cause whatsoever except retirement or pension from the Rochester Police Department, his membership shall immediately be suspended. Application for reinstatement of a suspended member must be made within six months after reinstatement to the Rochester Police Department and must be approved as per Article II, Section 4.
Section 3 Expulsion from Membership
Except in the case of the expulsion of a Member for nonpayment of dues, the procedure for which is set forth in Section 5 of this Article II, the Association shall have the power to expel any Member for violation of the Constitution of the Association. Such expulsion shall require a two-thirds vote of the members present at any meeting. Any such member shall receive a copy of such charges as may be preferred against him at least ten (10) days in advance of any meeting to be held for the consideration of same. All said charges shall be certified in writing by at least ten (10) members of the Association. The member shall have the right to defend his actions and be represented by counsel of his choice. (Amended 11/2008)
Section 4 Membership Committee
Applications from new members and reinstated members shall be considered by the Membership Committee for immediate acceptance. The officers, under such rules as they may adopt in their discretion, shall hold a period of open enrollment that is limited in duration, to allow persons who are actively employed by the police department on April 1, 2000, and who were previously denied membership to the Association when hired, to be considered by the Membership Committee for immediate acceptance. This will provide for the temporary membership entitling the applicant to all benefits as described in Article II, Section 2, in the Association until the next regular meeting as per Article II, Section 5. The Membership Committee will consist of seven (7) active members of the Association appointed yearly by the President. (Amended 4/2000)
Section 5 Expulsion for Nonpayment of Dues
A Member shall be expelled from the Association for nonpayment of dues required to be paid by the Member under Article III of the Constitution of the Association upon completion by the Association of the following procedural steps:
(a) The Member shall have been sent an invoice for dues in March of the year in issue. The invoice shall be sent by regular mail to the last know address of the Member. The invoice shall be deemed delivered on the date it is deposited in the United State Mail, postage prepaid;
(b) If the dues sent forth in such an invoice are not paid within sixty (60) days of the date on which the invoice is mailed, then the Association shall send a certified letter demanding payment to the Member, postage prepaid. The certified letter shall be deemed delivered to the Member on the date it is deposited with the United States Mail, for certified mailing, postage prepaid, addressed to the Member at his/her last known address:
(c) If the dues of the Member are not paid within sixty (60) days after the date on which the certified letter is mailed, then the Association shall send a registered letter demanding payment to the Member. The registered letter shall be deemed delivered to the Member on the date it is deposited with the United States Mail, as a registered letter, postage prepaid and shall be mailed to the last known address of the Member: and
(d) If the dues are not paid by the Member within sixty (60) days of the date on which the registered letter is mailed, then the Member shall be expelled from the Association without further action on the expiration of such sixty (60) day period and the Board of Trustees shall send written confirmation of expulsion to the Member by certified mail, postage prepaid, at his/her last known address. (Added 11/2008)
Section 6 Reinstatement into Association
Reinstatement into the Association of members who were suspended from membership under Article II, Section 2, or for violation of Article III, Section 1, of the Constitution must be by a two-thirds vote of the members present at a special or the next regular meeting thereof. Written application for reinstatement must be made within six months of the date of reinstatement into the department. Reinstatement shall be effective upon such suspended Member paying to the Treasurer, within ten(10) days after notice of reinstatement is mailed to such Member by the Secretary: (1) All dues in arrears and (2) A penalty of twenty five dollars ($25.00) . The reinstated member must also (1) file a new certificate of beneficiary, and (2) comply with Article VII regarding determination of physical fitness.(Amended 11/2008)
Section 7 Application for Membership
Any member of the Rochester Police Department eligible to membership in accordance with Section 1 of Article II must file his or her application for membership within six (6) months after his or her appointment to the Rochester Police Department.
Section 8 Initiation Fee; Designation of Beneficiary
Each newly-accepted member must, within fifteen (15) days after written notice from the Secretary of his election to membership, pay to the Treasurer of the Association the sum of $5.00 as an initiation fee, and at the same time shall designate in his own handwriting, on the Certificate of Beneficiary of the Association, the name or names of his beneficiaries. The newly- accepted member�s signature must be witnessed by an officer of the Association. (Amended 4/96)
ARTICLE III DUES
Section 1 Regular Dues
Every member of the Rochester Police Benevolent Association who was elected to membership on or before February 14, 1969, shall pay thirty-two dollars ($32.00) dues per calendar year. Every member, who was or is elected to membership after February 14, 1969, shall pay sixty-four dollars ($64.00) dues per calendar year. However, any current member of the Rochester Police Department elected to membership by December 31, 2000, shall, in addition to the yearly dues of sixty-four dollars ($64.00) or thirty-two dollars ($32.00) depending on their original date of hire, pay all of his/her back dues from their original date of hire until he/she is elected to the Association. Further, any new member of the Department hired after July 1, 2000, and elected to the Association will pay one hundred and twenty-eight dollars ($128.00) dues per calendar year and after twenty years of continuous service will be considered a paid in full member. Dues shall be paid to the Treasurer in full, in advance, on the first day of April of each year. Dues payments by an active member shall be by �dues check off� whenever available. The Treasurer shall establish, in his discretion, such procedures as he deems appropriate to notify members of their dues obligations. If a member has failed to pay dues in full at the expiration of one year from their initial due date, the Treasurer shall report this fact to the Board of Trustees at its next following meeting along with a summary of his efforts to collect the dues and a recommendation for appropriate Board action, including suspension of the delinquent member from membership. The Board shall then take any action it deems appropriate under the circumstances. (Amended 4/2000)
Section 2 Exempt Dues
Every member of the Rochester Police Benevolent Association who, upon reaching 60 years of age and who has been retired from the Rochester Police Department, shall be a non-dues paying member commencing the following April 1 after his 60th birthday and his separation from the Rochester Police Department have both occurred.
ARTICLE IV CONTROL AND DIRECTION
The affairs of this Association shall be under the exclusive control and direction of its members and shall be managed in all matters consistently with the objectives and terms of this Constitution and By-laws of the Association.
ARTICLE V OFFICERS AND TRUSTEES
Section 1 Officers
The officers of this Association shall consist of a President, Vice-President, Secretary, Treasurer and Assistant Treasurer.
Section 2 Board of Trustees
There shall be a Board of Trustees of the Association consisting of sixteen (16) members. The President, Vice-President, Treasurer, Assistant Treasurer and Secretary of the Association, the President of the Locust Club if he is a member of the Association, a member of the Rosewood Club as defined in Section 3 of Article V, the President of the Retired Police Officers Association if he is a member of the Association shall by virtue of their respective offices and during their incumbency, be Trustees. In the event that the presidents of the Locust Club or the Retired Police Officers Association are not members, the next ranking officer of the clubs who are members of the Association shall serve as a trustee during their incumbency or until the next president of the clubs is a member of the Association. There shall be four (4) other trustees that shall each serve for three years and shall be voted into office at the April meeting by a majority of the members present. They must be members of the Association as defined in Article II, Section 1. There shall be four (4) civilian trustees who are not members of the Association. These four (4) civilian trustees are appointed by the Board of Trustees and shall serve at the pleasure of the Board of Trustees. (Amended 10/2008)
Section 3 Rosewood Club
The President of the Rosewood Club shall appoint any current member of that organization to sit on the Board of Trustees on a regular basis, provided that the member is also a Member in good standing of the Association. The President of the Rosewood Club shall have the authority to remove that member from the Board of Trustees and appoint a successor. Further, the Board of Trustees shall also retain the authority to remove said member from the Board under Section 7 of Article IV of the Constitution. (Added 10/2008)
ARTICLE VI DEATH OF A MEMBER
Section 1 Committee Assistance
Upon the death of a member of the Association, the Treasurer or Assistant Treasurer, or in case of the inability of either to act, any officer or trustee of the Association shall confer with the family of the deceased and render assistance.
Section 2 Ordinary or Accidental Death
Upon proof of death of a member in good standing due to natural causes or as the result of bodily injury sustained through external, violent and accidental means, this Association will pay to the beneficiary or beneficiaries named by such member fifty thousand dollars ($50,000). The findings of the coroner or medical examiner of the county in which such death occurs, with respect to the cause of death, shall be binding on this Association and the member�s estate and beneficiaries. In no event shall any part of the aforementioned amount be liable, attachable, or withheld by this Association for any debts or obligations of the deceased. (Amended 10/2018)
Section 3 Death by Suicide
No member shall be entitled to any payment under this Article VI in the event of his death from suicide within two years after the effective date of his original membership in the Association. This Association will not be liable for any additional payment beyond that specified in Section 2 of this Article VI in the event of a death by suicide after said two-year period. The ruling of the Coroner or Medical Examiner of the county in which death occurs shall be binding upon such member�s estate and beneficiaries and upon the Association.
Section 4 Line of Duty Death
If a member in good standing is killed as a result of an accident or event ruled by the proper authorities of the City of Rochester as having occurred �in the line of duty� for the Rochester Police Department, and his death occurs from such accident or event, the named beneficiary or beneficiaries of said member will be paid by the Association the amount of one hundred thousand dollars ($100,000). However, the Association shall not be liable under this Section 4 if such death occurs while the member is acting in the employ of anyone other than the City of Rochester. (Amended 10/2014)
Section 5 Certificate of Beneficiary
In the event that a member never executes a Certificate of Beneficiary designation or that such designation is ever lost, the member�s death benefit would be payable to his/her surviving spouse, if any, and if none, then to his/her next-of-kin under New York State law. (Adopted 4/2000)
Section 6 Modification of Death Benefit
Any other provision of the Constitution of the Association to the contrary not withstanding, the Board of Trustees, upon having received written advice from the actuary then engaged by the Association that such action is reasonable and prudent, may, by the affirmative vote of two thirds or more of the total membership of the Board of Trustees, increase the Ordinary and Accidental Death Benefit set forth in Section 2 of Article VI of the Constitution and the Line of Duty Death Benefit set forth in Section 4 of Article VI of the Constitution. A decrease in any such benefits shall be authorized only by the vote of a majority or more of the total Membership of the Association. In the event that the Board of Trustees authorizes any such increase, the change shall be effective prospectively only, the Members shall be notified of the change in writing in advance of the effective date of the change and the benefits, as modified by the action of the Board of Trustees, shall not be further modified by the Board for a one (1) year period after the effective date. (Added 11/2008)
ARTICLE VII DETERMINATION OF PHYSICAL FITNESS
The Board of Trustees of the Association shall have the power to require a certificate of physical fitness of a suspended member seeking reinstatement. The examination shall be conducted by a physician(s) approved by the Board of Trustees of the Association and shall be at the applicant�s expense.
ARTICLE VIII AMENDMENTS AND TERMINATIONS
The Constitution of the Association and the Bylaws of the Association may be amended or replaced, and new constitutional provisions and bylaws may be adopted by the affirmative vote of two thirds or more of the total membership of the Board of Trustees: provided that any constitutional provisions, bylaws or amendments to the Constitution or Bylaws of the Association as adopted by the Board of Trustees may be amended or repealed by the affirmative vote of a majority or more of the total membership of the Association; or that a new constitutional provision or bylaw in lieu of provision or bylaw the amendment may be adopted by such a vote of the members. No constitutional provision or bylaw which has been amended, repealed or adopted by such a vote of the members, may be and or repealed by a vote of the board of trustees for a period of two (2) years after the action of the members. (Amended 06/2008)
A vote on the termination of the Association may be taken only upon the recommendation of the Board of Trustees. Upon termination, the Association�s assets, after the payment of expenses, shall be distributed to all the then-current members in the ratio that the total amount of dues each member has paid bears to the total amount of dues paid by all members. (Adopted 4/26/79)
ARTICLE IX TRUST FUND
Section 1 Control of Investment
All dues and other assets of the Association shall be paid to and held in one or more trusts by one or more bank trustees or trust companies selected by the Board of Trustees. The Board of Trustees may allocate the dues and other assets of the Association among the trust funds established under this Article IX.
The bank trustee(s) or trust company(ies) shall hold and invest the Association�s assets pursuant to the terms of their respective trust agreement(s), which may be amended from time to time with the approval of the Board of Trustees. The Board of Trustees shall monitor the performance of the bank trustee(s) and trust company(ies) and shall have authority to remove any such trustee or appoint any successor. (Amended 11/2008)
Section 2 Limitation of Liability
All benefits payable under Article VI are payable solely from the trust fund and no member of the Board of Trustees, the bank trustee or any other person shall be liable therefore.
Section 3 Actuarial Soundness
The Board of Trustees shall not less frequently than every five (5) years engage the services of an actuary to assess the actuarial soundness of the trust fund and to make recommendations on plan funding. Taking account of such actuarial reports, the Board of Trustees shall endeavor to maintain the actuarial soundness of the trust fund by recommending an increase in dues, a decrease in benefits or any other action which it deems appropriate under the circumstances.
If the size of the trust fund at any time appears in imminent danger of being reduced to the level of the total dues paid by all persons who are then members of the Association, the Board of Trustees shall bring the fact to the attention of the members. The Board shall at such time make recommendations to the members concerning whether the death benefit plan should be continued or terminated. If the Board recommends the plan�s continuation, it shall also recommend appropriate action to improve the actuarial soundness of the plan. If the members elect to terminate the plan, assets shall be distributed as provided in Article VIII. (Adopted 4/26/79)
ARTICLE X PLAN ADMINISTRATION
The Association�s death benefit plan is administered by the Board of Trustees which shall possess all powers necessary to administer the plan. The Board may designate in writing other persons to carry out its duties under the plan. The Board is the Named Fiduciary and Plan Administrator as these terms are used in the Employee Retirement Income Security Act of 1974. (Adopted 4/26/79)
ARTICLE XI CLAIMS PROCEDURE
All claims for benefits shall be submitted to the Treasurer or Assistant Treasurer, or in the case of the absence of both, to any other officer of the Association. All claims shall be submitted within a reasonable time and in such form and with such supporting information as the rules of the Plan Administrator may prescribe. In the event a claim for benefits is denied, the Treasurer or Assistant Treasurer will provide the claimant with a written notice stating the specific reason or reasons for the denial, including specific provisions of the Constitution relied upon. The notice will also explain what is required to perfect the claim, if possible, and inform the claimant that the denial may be appealed within 90 days after receipt of the denial. Any appeal shall be in writing and made to the Board of Trustees which shall provide a written decision within 60 days of receiving the request for a review of the denied claim. (Adopted 4/26/79)
BY-LAWS
ARTICLE I MEETINGS
Section 1 Regular Meetings
Section 2 Special Meetings
Section 3 Place of Meeting
Section 4 Notice of Meeting
Section 5 Waiver of Notice
Section 6 Action Without Meeting
Section 7 Quorum and Voting
Section 8 Votes
Section 9 Proxies
ARTICLE II ELECTION OF OFFICERS
Section 1 President
Section 2 Vice President
Section 3 Secretary
Section 4 Treasurer, Assistant Treasurer
ARTICLE III BOARD OF TRUSTEES: ELECTION; MEETINGS
Section 1 Election
Section 2 Meetings
Section 3 General Powers
Section 4 Telephone Meetings
Section 5 Action Without Meeting
Section 6 Vacancies
Section 7 Removal
Section 8 Presumption of Assent
ARTICLE IV DUTIES OF OFFICERS AND TRUSTEES
Section 1 President
Section 2 Vice President
Section 3 Secretary
Section 4 Treasurer
Section 5 Assistant Treasurer
Section 6 Board of Trustees
Section 7 Removal
Section 8 Vacancies
Section 9 Delegation of Duties
ARTICLE V FINANCES
ARTICLE VI INDEMNIFICATION OF OFFICERS AND TRUSTEES
ARTICLE VII ORDER OF BUSINESS
ARTICLE VIII COMMITTEES
Section 1 Creation of Committees
Section 2 Membership Committees
Section 3 Other Committees
Section 4 Meetings
Section 5 Vacancies
Section 6 Quorum
Section 7 Manner of Acting
Section 8 Minutes
BY-LAWS
ARTICLE I MEETINGS OF THE ASSOCIATION
Section 1 Regular Meetings
The regular meetings of this Association shall be held on the last Thursday of April and the last Thursday of October in each year. The meetings of the Membership shall be held at the times and places designated by the Board of Trustees or the President of the Association. If however, should the Board of Trustees decide the date(s) of the meetings should be different, then the Board may change them. The meeting of the Members shall be held no later than thirteen (13) months after the previous meeting of the Members. However, failure to hold a meeting in a timely manner shall in no way affect the terms of officers or trustees of the Association or the validity of the actions of the Association.
The purpose of the meetings of the Members is to elect trustees and to transact such other matters as may properly come before the Members. (Amended 10/2008)
Section 2 Special Meetings
Special meetings may be called by the President or by a majority of the Board of Trustees then in office or by twenty-five ( 25) members of the Association in good standing. The purpose of each special meeting shall be stated in a notice and may only include purposes which are lawful and proper for Members to consider. (Amended 10/2008)
Section 3 Place of Meeting
The Board of Trustees may designate any place, either within or without New York State as the place for any meeting of Members. If no designation is made, then the pace of meeting shall be the principal office of the Association in New York State. (Amended 10/2008)
Section 4 Notice of Meeting
Written or printed notice stating the place, day and hour of the meeting and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered personally, by mail or electronically not less than five (5) days before the date of the meeting. Notice shall be given by or at the direction of the President or the Secretary to each Member of record entitled to vote at the meeting. If mailed, such notice shall be deemed to have been delivered when deposited in the United States Mail addressed to the Member at his or her address as it appears on the records of the Association, with postage prepaid. (Amended 10/2008)
Section 5 Waiver of Notice
A written waiver of notice signed by a Member, whether before or after a meeting, shall be equivalent to the giving of such notice. Attendance of a Member at a meeting shall constitute a waiver of notice of such meeting, except when the Member attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. (Added 10/2008)
Section 6 Action Without Meeting
Any action of the Members may be taken without a meeting, without prior notice and without a vote, if a consent in writing setting forth the action so taken is signed by a majority of Members of the Association. Within thirty (30) days after obtaining such authorization by written consent, notice must be given to those Members who have not consented in writing. The notice shall fairly summarize the material features of the authorized action. Any certificate to be filed as a result of the Members� action under this section shall state that written consent was given in accordance with these By-Laws. (Added 10/2008)
Section 7 Quorum and Voting
Unless otherwise required in the Constitution of the Association, one third (1/3) of the Members appearing in person or by proxy shall constitute a quorum at a meeting of Members. If a quorum is present, unless otherwise provided by law, the affirmative vote of a majority of the Members at the meeting entitled to vote on the subject matter shall be the act of the Members. After a quorum has been established at a Members� meeting, the subsequent withdrawal of Members so as to reduce the number of Members entitled to vote at the meeting below the number required for a quorum shall not affect the validity of any action taken at the meeting or any adjournment of the meeting. If a quorum is not present when a meeting starts, then a majority of the Members at the meeting may adjourn the meeting from time to time without further notice until a quorum is present. (Added 10/2008)
Section 8 Votes
Each Member shall be entitled to one vote on each matter submitted to a vote at a meeting of Members. (Added 10/2008)
Section 9 Proxies
Every Member entitled to vote at a meeting of Members or to express consent or dissent without a meeting may authorize another person or persons to act for him or her by proxy. Every proxy shall be in writing and shall be signed by the Member or his or her otherwise duly authorized attorney-in-fact. No proxy shall be valid after the expiration of six (6) months from the date of the proxy 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. (Added 10/2008)
ARTICLE II ELECTION OF OFFICERS
Section 1 President
The President shall be a member in good standing of the Association who is elected for a two-year term by a simple majority of the members present at each April meeting that falls in an even year Effective April 2010 the term of office for the President shall be three (3) years. The first election shall take place at the regular April 1998 meeting of the members. Nominations for the office of President shall be made at the April meeting at which the election is held with the election to follow immediately after the nominations. The President�s term of office shall commence immediately following the election. There are no limits on the number of two-year(effective April 2010 the two year term shall be a three year term) terms to which a member may be elected as President. (Amended 10/2008)
In the event the President leaves office prior to completing his term of office, or is unable to fulfill his duties as President, the Vice-President shall serve as interim President until the next April meeting of members when a new president shall be elected either to complete the final year of the two-year term or to commence a new two-year term. The President shall be salaried, the amount to be established from time to time by the Board of Trustees.(Added 11/2007)
Section 2 Vice-President
The Vice-President shall be elected by a majority of the members present at the April meeting each year. His term will be for one (1) year or until his successor is elected. Effective April 2009 the Vice-President�s term of office shall be three (3) years. (Amended 10/2008) The Vice-President shall be salaried, the amount to be established from time to time by the Board of Trustees.(Added 11/2007)
Section 3 Secretary
The Secretary shall be elected by a majority vote of the members present at the April meeting each year and shall serve for one (1) year or until his successor is elected. Effective April 2009 the Secretary�s term of office shall be three (3) years. (Amended 10/2008) He shall be salaried, the amount thereof to be established from time to time by the Board of Trustees.
Section 4 Treasurer and Assistant Treasurer
The President shall appoint a Treasurer and an Assistant Treasurer at the April meeting each year, each of whom shall serve at the pleasure of the President. Each shall be salaried, the amounts thereof to be established from time to time by the Board of Trustees. In the event of a change in the office of Treasurer or Assistant Treasurer at any time other than by appointment at an annual meeting, said change shall become effective at once and notice of such change must be given to every member within five (5) days and also at the next special or regular meeting of the Association.
ARTICLE III BOARD OF TRUSTEES
Section 1 Election
The Trustees, other than the President of the Association, the Vice-President of the Association, the Secretary of the Association, the Treasurer of the Association, the Assistant Treasurer of the Association, the President of the Locust Club ,the Rosewood Club appointee, the President of the Retired Police Officers� Association, and the non-member Trustees shall be elected by popular vote for three-year terms. These hold office until their successors are elected and have qualified. Election of the Trustees shall be held at the April meeting. Unpredicted vacancies shall be filled by popular vote at a special meeting called for that purpose or at the next regular meeting after a vacancy has occurred. (Amended 10/2008)
Section 2 Meetings
At any meeting of the Board of Trustees, a majority of the whole board shall constitute a quorum, and except as otherwise provided by law or these by-laws, a majority of such quorum shall decide any question that may come before the meeting. Meetings of the Board of Trustees may be called at any time by the President of the Association or by any two members of the Board and may be held any place or time. Notice of each meeting of the Board of Trustees, stating the time, place and purpose or purposes thereof, shall be given by the President or Secretary of the Association or by any two members of the Board not less than three (3) days by mail or one (1) day by telegraph or telephone. Meetings of the Board of Trustees may also be held at any place or time without notice, by unanimous consent of all the members.
Section 3 General Powers
Subject to the limitations of the Constitution of the Association and these By-Laws, all powers of the Association shall be exercised by or under the authority of the Board of Trustees and the management and affairs of the Association shall be controlled by the Board of Trustees. (Added 10/2008)
Section 4 Telephone Meetings
Trustees may participate in meetings of the Board of Trustees by means of a conference telephone or similar communications equipment by which all persons participating can hear each other at the same time, and participation by such means shall constitute presence in person at such a meeting.(Added 10/2008)
Section 5 Action Without Meeting
Any action of the Board of Trustees may be taken without a meeting if a consent in writing setting forth the action so taken, signed by all of the Trustees, is filed in the minutes of the Board of Trustees. Such consent shall have the same effect as a unanimous vote. (Added 10/2008)
Section 6 Vacancies
Any vacancies occurring in the Board of Trustees may be filled by the affirmative vote of a majority of the remaining Trustees even though it is less than a quorum of the Board of Trustees, unless otherwise provided by law. A Trustee elected to fill a vacancy shall hold office until the next election of Trustees by the Members. Any trusteeship to be filled by reason of an increase in the number of Trustees shall be filled by election at an annual meeting of Members or a special meeting of Members called for that purpose. (added 10/2008)
Section 7 Removal
At any meeting of Members called expressly for that purpose, any Trustee may be removed from office, with or without cause, by vote of a majority of the Members then entitled to vote at an election of Trustees. New Trustees may be elected by the Members for the unexpired terms of Trustees removed from office at the same meetings at which such removals are voted. If the Members fail to elect persons to fill the unexpired terms of removed Trustees, and if the Members did not intend to decrease the number of Trustees to serve on the Board, then unfilled vacancies shall be filled in accordance with provisions in these By-Laws for vacancies. (Added 10/2008)
Section 8 Presumption of Assent
A Trustee of the Association who is present at a meeting of the Board of Trustees at which action on any Association matter is taken shall be presumed to have assented to the action unless he or she votes against such action or abstains from voting because of an asserted conflict of interest. (Added 10/2008)
ARTICLE IV DUTIES OF OFFICERS & TRUSTEES
Section 1 President
The President shall preside at all meetings; shall appoint a Treasurer and Assistant Treasurer and all committees of the Association. He shall be a member of the Board of Trustees by virtue of his office, and act as chairman thereof. He shall appoint three (3) election commissioners to preside at each election of officers, none of whom shall be an officer or a candidate for office. He shall appoint a Membership Committee that will consist of seven (7) active members of the Association. This Committee will be appointed yearly.
Section 2 Vice-President
The Vice-President shall have all the powers of the President, in the absence or inability of the President to act, and shall perform such other duties as the President of the Association may from time to time direct. The Vice-President shall be a member of the Board of Trustees by virtue of his office. (Amended 4/94)
Section 3 Secretary
The Secretary shall keep a record of the proceedings of all meetings, perform such other duties as are incidental to his office, give notice to newly-appointed members of the Police Department of their eligibility to membership in this Association and other such duties as directed by the President. (He shall be a member of the Board of Trustees by virtue of his office and shall act as Secretary thereof.)
Section 4 Treasurer
Before entering upon his duties, the Treasurer shall give a proper bond in the amount to be determined by this Association, conditioned upon the faithful performance of his duty, and the insurance against loss, in any manner, of this Association�s funds entrusted to his care or custody. The premium on the same to be paid by the Association. It shall be the duty of the Treasurer to collect all moneys due the Association, giving receipts there of, and to keep suitable books of records of same. He shall deposit said moneys in a bank or banks, to be named by the Board of Trustees. He shall render statements in detail in each regular meeting showing receipts and disbursements in full to date. His books of record and accounts, as well as all papers in his custody, shall be open for inspection to the Board of Trustees at all times. He shall send a letter to members who are suspended and who are eligible for reinstatement. He shall be a member of the Board of Trustees by virtue of his office.
Section 5 Assistant Treasurer
Before entering upon his duty, the Assistant Treasurer shall give a proper bond in the amount determined by this Association conditioned upon the faithful performance of his duty and the insurance against loss in any manner of this Association�s fund entrusted to his care and custody. The premium on the same is to be paid by the Association. The Assistant Treasurer shall perform such duties in keeping with his office as the President of the Association or its Treasurer may direct, and shall generally render assistance to the Treasurer in the performance of his duty, and shall act for the Treasurer in the event that he is incapacitated or absent from the city. He shall be a member of the Board of Trustees by virtue of his office.
Section 6 Board of Trustees
The Board of Trustees shall have and be responsible for the care, custody and management of the property and funds of the Association as provided in the Constitution and these By-laws. They shall prepare and present at the April meeting of the Association a report, in compliance as to form and substance with Section 46 of the New York State Membership Corporation Law; shall verify the Treasurer�s accounts and reports, such verification to be submitted in writing at each regular meeting of the Association; shall from time-to-time make recommendations with respect to filling vacancies among elective officers and Trustees, said recommendations to be communicated to the members of the Association by its President for appropriate action thereon; and shall generally act in an advisory capacity with respect to the affairs and conduct of the activities of the Association.
Section 7 Removal
Any officer may be removed from office at any time, with or without cause, on the affirmative vote of a majority of the Board of Trustees whenever, in its judgment, the best interests of the Association will be served by such removal. (Added 10/2008)
Section 8 Vacancies
Vacancies in offices, however occasioned, shall be filled at any time by election by the Board of Trustees for the unexpired terms of such offices. (Added 10/2008)
Section 9 Delegation of Duties
In the absence or disability of any officer of the Association or for any other reason deemed sufficient by the Board of Trustees, the Board may delegate the officer�s powers or duties to any other officer or to any Trustee. (Added 10/2008)
ARTICLE V FINANCES
All checks, notes, drafts and other negotiable instruments of the Association shall be drawn and signed by any two officers of the Association. No agents or members of the Association, either singly or together, shall have power to make any check, note, draft or other negotiable instrument in the name of the Association or to bind the Association thereby, except as provided in this Article. Each fiscal year, a report of the financial operations of the Association shall be prepared, under the direction of the Board of Trustees; the report shall be accompanied by an opinion signed by an independent public accountant designated by such Board that the report fairly represents such operations, and it shall be presented by said Board to the April meeting of the Association held the next succeeding year. (Amended 4/96)
ARTICLE VI INDEMNIFICATION OF OFFICERS AND TRUSTEES
The Association shall indemnify any person, made a party to any action, suit or proceeding by reason of the fact that he, his testator or intestate, is or was a Trustee or officer of the Association against the reasonable expenses, including attorneys� fees, actually and necessarily incurred by him in connection with the defense of such action, suit or proceeding, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such Trustee or officer is liable for negligence or misconduct in the performance of his duties. Such right or indemnification shall not be deemed exclusive of any other rights to which such trustee or officer may be entitled.
ARTICLE VII ORDER OF BUSINESS
The following shall be the regular order of business at all meetings of the Association.
First Roll Call of Members in Good Standing
Second Reading of Minutes of Last Meeting
Third Report of President
Fourth Report of Treasurer
Fifth Report of Trustees
Sixth Report of Special Committees
Seventh Reinstatement of Members
Eighth Election of Officers
Ninth Unfinished Business
Tenth New Business
Eleventh Adjournment
In all other respects, meetings of the Association shall be conducted in accordance with the rules of the standing current edition of Roberts Rules of Parliamentary Procedure which rules shall be interpreted by the President of the Association.
ARTICLE VIII COMMITTEES
Section 1 Creation of Committees
The Board of Trustees may, by resolution passed by a majority of the whole Board, designate an executive committee and one or more other committees. (Added 10/2008)
Section 2 Membership Committee
The Membership Committee shall consult with and advise the Board of Trustees of the Association on all issues related to the admission of Members, maintenance by Members of their status as such and termination of membership, and shall have and may exercise, to the extent provided in the Constitution of the Association, and in the resolution(s) of the Board of Trustees creating such Membership Committee, such powers of the Board of Trustees as can be lawfully delegated by the Board. (Added 10/2008)
Section 3 Other Committees
Such other committees shall have such functions and may exercise such power of the Board of Trustees as can be lawfully delegated and to the extent provided in the resolution or resolutions creating such committee. (Added 10/2008)
Section 4 Meetings
Regular meetings of a committee may be held without notice at such time and at such place as shall be determined by the committee. Special meetings of a committee may be called by any member of the committee upon ten (10) days notice to the other members of such committee, or on such shorter notice as may be agreed to in writing by each of the other members of such committee, given either personally or in the manner provided in these By-Laws pertaining to notice for Trustees� meetings. (Added 10/2008)
Section 5 Vacancies
Vacancies on a committee shall be filled by the Board of Trustees then in office at any regular or special meeting of the Board of Trustees. (Added 10/2008)
Section 6 Quorum
At all meetings of a committee, a majority of the committee�s members then in office shall constitute a quorum for the transaction of business. (Added 10/2008)
Section 7 Manner of Acting
The acts of a majority of the members of a committee present at any meeting at which there is a quorum shall be the act of such committee. (Added 10/2008)
Section 8 Minutes
Committees shall keep regular minutes of their proceedings and shall report them to the Board of Trustees when required.
(Added 10/2008)