Section 1: Goals
The purposes of this corporation are: 1) to serve as an agency for the closer personal acquaintance among prosecuting officials in the State of New York; 2) to make possible the exchange of information and views in respect to the conduct of their various offices so as to promote a greater degree of efficiency; 3) to provide for the training of prosecutors, investigators, and law enforcement support personnel in any area that is necessary to perform official law enforcement duties; 4) to acquire facilities, furniture, telecommunications and technological equipment necessary to perform the lawful duties of this corporation; and 5) for any and all other lawful purposes not inconsistent with these by‑laws and the articles of incorporation of this corporation.
Section 1: Membership
The membership of the Corporation shall be comprised of, and divided into, the following four classes; Regular, Assistant, Alumni and Adjunct. The Board of Directors of the Corporation shall establish a schedule of dues for each of the classes of members, except that no dues shall be required of Assistant members who are Assistants on the legal staff of any Regular Member who has paid the required dues, and all such Assistants shall become Assistant Members upon payment of the dues of the Regular Member by whom they are employed. (as amended, January 22, 2009 and July 25, 2009)
A. Regular Membership
Regular membership shall be open to District Attorneys of the State of New York, the Attorney General of the State of New York, the Special Narcotics Prosecutor appointed pursuant to article 5-B of the Judiciary Law, and the United States Attorneys for districts within the State of New York. Regular Members are entitled to full voting rights. Any person qualified for regular membership shall become a Regular Member upon application therefor and upon paying the dues for such membership as set by the Board of Directors. (as amended, July 25, 2009)
B. Assistant Membership
Assistant membership shall be conferred upon Assistants on the legal staffs of the District Attorneys, the Attorney General, the Special Narcotics Prosecutor and the United States Attorneys for districts within the State of New York, and to the legal staff of NYPTI. (as re-lettered and amended, July 25, 2009)
C. Alumni Membership
Alumni membership shall be open to former District Attorneys, Attorney Generals of the State of New York, United States Attorneys for districts within the State of New Yark. and former Assistants on their legal staff, and to former legal staff of the New York Prosecutors' Training Institute Inc. ("NYPTI") upon payment of the dues authorized by the Board of Directors. (as re-lettered and amended, July 25, 2009)
D. Adjunct Membership
Adjunct membership shall be open to non‑legal, investigative, administrative, and data processing or technical support personnel on the staffs of the District Attorneys, the Attorney General, the United States Attorneys for districts within the State of New York, and NYPTI.
E. Application for Alumni and Adjunct Membership
Any person qualified for any class of membership other than regular membership shall become a member of such class uon compliance with the procedures established by the Board of Directors. (as amended, July 25, 2009)
F. Change of class of membership
All Regular Members and Assistant Members may become Alumni Members at the expiration of their respective terms of office and upon compliance with the procedures established by the Board of Directors. (as amended, July 25, 2009)
All regular and assistant members may take part in the discussion of matters which may come before all meetings of the members and the Corporation, but only Regular Members shall be entitled to vote thereon. (as amended, July 25, 2009)
Section 2: Meetings
The annual meeting of the members (the "Annual Meeting") for the election of Officers and appointment or designation of the Directors and for the transaction of such other business as may come before the Members shall be held each year at the place (which may be either within or outside the State of New York), time and date, during the summer, as may be fixed by the President of the Corporation, or, if not so fixed, as may be determined by the Board of Directors. The annual meeting shall occur at the time and place of the annual summer convention of the Corporation. There shall also be a winter meeting of the members at the place (which may be either within or outside the State of New York), time and date as may be fixed by the President of the Corporation, or, if not so fixed, as may be determined by the Board of Directors. Special meetings shall be held whenever called by resolution of the Board of Directors, the President of the Corporation, or upon written demand to the Secretary of the Corporation by ten percent of the members eligible to vote at such meeting. In the case of a special meeting called by the Board of Directors or the President, ten days written notice thereof shall be given to the Regular Members. In the case of a special meeting upon written demand of ten percent of the Regular Members, the demand shall specify the date and month of the meeting, which shall not be less than two nor more than three months from this date of such written demand.
Section 3: Notice of Meetings
Written notice of the place, date and hour of any meeting shall be given to each member entitled to vote at such meeting by mailing the notice by first class mail, postage prepaid, or by personal delivery, not less than ten nor more than fifty days before the date of the meeting. Notice of special meetings shall indicate the purpose for which they are called and the person or persons calling the meeting.
Section 4: Quorum and Adjournments of Meetings
At all meetings of the members, a majority of the Regular Members, present in person or by proxy, shall constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the Regular Members present or by proxy may adjourn the meeting. Notice of the new meeting is not required if the time and place for the new meeting are announced at the meeting at which the adjournment is taken, and at the new meeting any business may be transacted which might have been transacted at the meeting as originally called.
Section 5: Organization
The President of the Corporation shall preside at all meetings of the members, or in the absence of the President, the President‑Elect. In the absence of the President‑Elect, an acting President shall be chosen by the Regular Members present. The Secretary of the Corporation shall act as Secretary at all meetings of the members, but in the absence of the Secretary, the presiding officer may appoint any person to act as Secretary of the meeting.
Section 6: Voting
At any meeting of the members, each Regular Member present, in person or by proxy, shall be entitled to one vote. Upon demand by any Regular Member, any vote upon any question before the meeting shall be by ballot. Said proxy must be in writing and shall be exercised by the regular or assistant member designated by the regular member issuing the proxy. (as amended, July 25, 2009)
Section 7: Action by the Members
Except as otherwise provided by statute or by these by‑laws, any corporate action authorized by a majority of the votes cast at a meeting of the members shall be the act of the members. Action may be taken without a meeting on written consent, setting forth the action to be taken, signed by all of the Regular Members.
Section 8: Special Action Requiring Vote of Members
The following corporate actions may not be taken without approval of the Regular Members as follows:
(a) a majority of the votes cast at a meeting of the members is required for
(1) any amendment of or change to the certificate of incorporation; or
(2) a petition for judicial dissolution;
(b) two‑thirds of the votes cast at a meeting of the members is required for:
(1) disposing of all, or substantially all, of the assets of the Corporation, (2) approval of a plan of merger, (3) authorization of a plan of non‑judicial dissolution, or (4) revocation of a voluntary dissolution proceeding; provided, however, that the affirmative votes cast in favor of any such action described in Article I, Section 8, subsections (a) and (b) shall be at least equal to the minimum number of votes necessary to constitute a quorum. Blank votes or abstentions shall not be counted in the number of votes cast.
BOARD OF DIRECTORS
Section 1: Powers and Number
The Board of Directors shall have general power to control and manage the affairs and property of the Corporation in accordance with the purposes and limitations set forth in the Certificate of Incorporation. The Board of Directors shall consist of no fewer than two (2) members from each judicial department constituted thusly:
(a) the officers of the Corporation who are Regular Members;
(b) all past Presidents of the Corporation who are Regular Members of the Corporation and past Presidents of the District Attorneys' Association of the State of New York (the predecessor unincorporated association of the Corporation) who are Regular Members of the Corporation; and
(c) fewer than sixteen (16) members appointed by the President who are otherwise not members of the Board. (as amended, July 25, 2009)
Section 2: Election, Designation, and Term of Office
The initial Directors shall be the persons named in the Certificate of Incorporation. Upon the adoption of these by‑laws by the incorporators at the organization meeting or the initial directors, the Board of Directors shall consist of the officers of the Corporation who are Regular Members, all past Presidents of the Corporation who are Regular Members of the Corporation and past Presidents of The District Attorneys' Association of the State of New York who are Regular Members of the Corporation, and not less than two (2) nor more than four (4) additional Regular Members of the Corporation from each Judicial Department appointed by the President ("Succeeding Directors"). The Succeeding Directors shall serve until the first annual meeting of the members. Thereafter, the Directors shall be: designated, appointed or elected to hold office for one‑year terms; provided, however, that any Director designated, appointed or elected to fill an unexpired term (whether resulting from death, resignation or removal) shall hold office until the next annual meeting of Directors. Directors may be designated, appointed or elected to any number of consecutive terms. Directors shall be designated or appointed at the annual meeting of the members or by membership action without a meeting pursuant to these rules for actions by members as stated in these by‑laws.
Section 3: Vacancies
Any vacancies among the Directors for any reason may be filled by vote of a majority of the Directors then in office, regardless of their number, and the Directors so elected shall serve until the next annual meeting.
Section 4: Resignation
Any Director may resign from office at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the Corporation or its President. The acceptance of a resignation by the Board of Directors shall not be necessary to make it effective, but no resignations shall discharge any accrued obligation or duty of a Director.
Section 5: Removal
Any Director may be removed at any time for cause by a vote of the members or by vote of the Directors provided there is a quorum of not less than a majority present at the meeting at which such action is taken and further provided that at least one week's notice of the proposed action shall have been given to the entire Board of Directors then in office.
Section 6: Meeting
Meetings of the Board of Directors may be held at any place within or without the State of New York as the President or Board may from time to time fix., or as shall be specified in the notice or waivers of notice thereof. The annual meeting of the Board of Directors shall be held either during the time set for the annual meeting of the members or during the time set for the winter meeting of the members, and if not at either time, at a time and place fixed by the Board. No action of the Board of Directors should be deemed invalid merely due to the fact that the annual meeting was held at a time other than at the aforementioned times. Other regular meetings of the Board shall be held as frequently as deemed necessary by the President or by a majority of the Board of Directors. Special meetings of the Board shall be held whenever called by a majority of the Board of Directors or the President of the Corporation in each case at such time and place as shall he fixed by the person or persons calling the meeting.
Section 7: Quorum and Voting
Unless a greater proportion is required by law, a majority of tbe entire Board of Directors shall constitute a quorum for the transaction of business or of any specified item of business. Except as otherwise provided by statute or by these by‑laws, the vote of a majority of the Directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board. If at any meeting of the Board there shall be less than a quorum present, the Directors present may adjourn the meeting until a quorum is obtained.
Section 8: Action by the Board
Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the board or committee. Any one or more members of the Board or any committee thereof may participate in a meeting of the Board or committee by means of a conference telephone or communications equipment by means of which all persons participating in the meeting can hear each other at the same time or by any telecommunications medium now or hereafter authorized by law. Participation by such means shall constitute presence in person at a meeting.
Section 9: Notice of Meetings
Notice of the time and place of each regular or special meeting of the Board of Directors, together with a written agenda stating all matters upon which action is proposed to be taken and, to the extent possible, copies of all documents on which action is proposed to be taken, shall be electronically mailed to each Director (at such address as he or she may have designated) or mailed to each Director, postage prepaid, addressed to him or her at his or her residence or usual place of business (or at such other address as he or she may have designated in a written request filed with the Secretary), at least seven days before the day un which the meeting is to be held; provided, however, that notice of special meetings to discuss matters requiring prompt action may be sent to him or her at such address by telegram, cable gram, electronic mail or given personally or by telephone, no less than forty‑eight hours before the time at which such meeting is to be held, unless the meeting must be held within forty‑eight hours. Notice of any meeting need not be given to any Director who submits a signed waiver of notice whether before or after the meeting, or who attends the meting without protesting, prior thereto or at its commencement, the lack of notice to him or her. No notice need be given of any adjourned meeting.
Section 10: Compensation
No compensation shall be paid to Directors. However, the Board of Directors may authorize the payment of reasonable and necessary out‑of‑pocket expenses for such expenses incured by Directors in connection with the Corporation.
OFFICERS, EMPLOYEES, AND AGENTS
Section 1: Number and Qualifications
The officers of the corporation shall be a President, a President‑elect, a First Vice‑President, a Second Vice‑President, a Third vice‑President, a Secretary, a Treasurer and a Legislative Secretary or Secretaries. The President, President‑Elect, First Vice‑President, Second Vice‑President and Third Vice‑President shall be Directors of the Corporation; the other officers need not be Directors of the Corporation. Only regular members shall be eligible to hold office as President or any of the Vive‑Presidents. Only regular and assistant members shall be eligible to hold office as Secretary, Treasurer, or Legislative Secretary or Secretaries or as members of the Legislative Committee.
Section 2: Election and Term of Office
The officers of the Corporation shall be elected by the Regular Members annually at the annual meeting of the members. Each such officer, whether elected at the annual meeting of the members or to fill a vacancy or otherwise, shall hold office until the close of the election of oficers at the annual meeting next held after his or her election or until a successor shall have been elected and shall qualify, or until the death, resignation or removal of such officer, whichever is earlier.
Section 3: Employees and Other Agents
The Board of Directors may appoint from time to time such employees and other agents as it shall deem necessary, each of whom shall hold office at the pleasure of the Board, and shall have authority and perform such duties and shall receive such reasonable compensationas a majority of the Board of Directors may from time to time determine. No such other employee or agent need be a Director of the Corporation although they may be. To the full extent allowed by law, the Board of Directors may delegate to any employee or agent any powers possessed by the Board of Directors and may prescribe their respective title, terms of office, authorities, and duties.
Section 4: Removal
Any officer elected by tbe Regular Members may be removed, with or without cause, only by the vote of the Regular Members, but his or her authority to act as an officer may be suspended by the Board of Directors for cause.
Section 5: Vacancies
Should the office of President become vacant, the President‑Elect, and then the Vice‑Presidents in the order listed herein, Article III, Section 1, shall succeed to the office of President and shall become President until the next annual meeting of the members. If a vacancy occurs in the office of Secretary, Treasurer, or Legislative Secretary or Secretaries, the President shall appoint, subject to Board of Directors approval, a successor who shall hold office until the next annual meeting. In case of any vacancy in any other office, a successor to fill the unexpired portion of the term may be elected by the Board of Directors.
Section 6: President, powers and duties
The President shall preside at all meetings of the members and of the Board of Directors. The President shall have general supervision of the affairs of the Corporation and has the power to sign and execute alone in the name of the Corporation all contracts authorized either generally or specifically by the Board, unless the Board shall specifically require an additional signature. The President shall perform all the duties incident to the office of the President, and shall perform such other duties as from time to time may be assigned by the Board of Directors.
Section 7: President-Elect and Vice-Presidents, powers and duties
The President‑Elect shall perform the duties of the President in the absence of the President; the First Vice‑President shall perform the duties of the President in the absence of the President and President‑Elect. The Second Vice‑President shall perform the duties of the President in the absence of the President, the President‑Elect, and the First Vice‑President. The Third Vice‑President shall perform the Juties of the President in the absence of the President, the President‑Elect, the First Vice‑President, and the Second Vice‑President.
Section 8: Secretaries, powers and duties
A. Duties of Secretary
The Secretary of the Corporation shall keep the records of the meetings and activities of the Corporation and its committees and at the annual meeting of the members make a written report thereof. The Secretary shall perform all the duties customarily incident to the office of the Secretary, subject to the control of the Board of Directors.
B. Duties of Legislative Secretary or Secretaries
The President, with the consent of the Board, shall appoint one or more Legislative Secretaries. The Legislative Secretary or Secretaries shall be responsible for preparing the legislative reports and memoranda of the Corporation as directed and approved by the Board of Directors or Legislative Committee of the Corporation and shall perform such other duties with respect to the Corporation's Legislative Program as directed by the President, the board of Directors or Legislative Committee.
Section 9: Treasurer, powers and duties
The Treasurer shall collect all the monies due the Corporation, pay all monies owed, keep the funds, maintain the proper vouchers and accounts at the annual meeting of the? members make a written report thereof. The Treasurer shall perform all duties incident to the position of the Treasurer subject to the control of the Board of Directors.
Section 10: Change in Membership Classification
If the change in classification of membership of any member of this Corporation causes that member to be ineligible to hold an office or committee membership, which the member then holds, said office or committee membership shall thereupon become vacant.
Section 11: Compensation
Any officer, employee or agent of the Corporation is authorized to receive a reasonable salary or other reasonable compensation for services rendered to the Corporation when authorized by a majority of the Board of Directors, and only when so authorized.
Section 1: Committees of the Board
The board may, by resolution adopted by a majority of the entire Board of Directors, establish and appoint an executive and other standing committees. The President of the Corporation shall appoint the chairperson of each committee. Each committee so appointed shall consist of three or more directors and, to the extent provided in the resolution establishing it, shall have all the authority of the Board except as to the following matters:
a. the filling of vacancies in the Board or in any committee;
b. the amendment or repeal of the by‑laws or the adoption of new by‑laws;
c. the amendment or repeal of any resolution of the Board which by its terms shall not be so amendable or repealable;
d. the fixing of compensation of the directors for serving on the board or on any committee; and
e. the submission to members of any action requiring members' approval under the Not‑for‑Profit Corporation Law.
Special committees may be appointed by the President of the Corporation with the consent of the Board and shall have only the powers specifically delegated to them by the Board.
Section 2: Committees of the Corporation
The Board of Directors or the members of the Corporation may create committees of the corporation. Committees created by the Board shall be appointed by tbe President with the consent of the Board. Committees created by the members shall be elected by the members, unless the members authorize the President to appoint said committees with the consent of the Board.
Section 3: Legislative Committee
The Board shall create a Legislative Committee.
A. Legislative Committee Membership
The Legislative Committee shall consist of at least (a) the Legislative Secretary or Secretaries who shall be either Regular or Assistant Members, and (b) such additional Regular or Assistant members as shall be deemed necessary by the Legislative Secretary or Secretaries for the efficient functioning of the Legislative Committee. The Legislative Secretary or Secretaries should
endeavor to ensure that at least one member of the Committee represents each Judicial District. (as amended, July 25, 2009)
B. Duties of the Legislative Committee
It shall be the duties of this committee (a) to advise the President and the Board with respect to all legislative matters affecting the purposes of the Corporation as set forth in the Corporation's Articles of Incorporation (b) to act, in the name of the Corporation, upon all legislative matters affecting the purposes of the Corporation which have not been determined by the Corporation or board of Directors at a regular or special meeting thereof and (c) to perform such other support duties as the President or the Legislative Secretary or Secretaries deem appropriate. (as amended, July 25, 2009)
CONTRACTS, CHECKS, BANK ACCOUNTS AND INVESTMENTS
Section 1: Checks, Notes and Contracts
The Board of Directors is authorized to select the banks or depositories it deems proper for the funds of the Corporation and shall determine who shall be authorized in the Corporation's behalf to sign grants, bills, notes, receipts, acceptances, endorsements, checks, releases, contracts, and documents.
Section 2: Investments
The funds of the Corporation may be retained in whole or in part in cash or be invested and reinvested from time to time in such property, real, personal or otherwise, including money market bonds, stocks or other securities, as the Board of Directors may deem desirable and as permitted under the Not-for-Profit Corporation Law.
OFFICE AND BOOKS
Section 1: Office
The office of the Corporation shall be located at such place as the Board or Directors may from time to time determine.
Section 2: Books
There shall be kept at the office of the Corporation correct books of account of the activities and transactions of the Corporation including a minute book, which shall contain a copy of the certificate of incorporation, a copy of these by-laws, and all minutes of meetings of the members and of the Board of Directors.
The fiscal year of the Corporation shall be determined by the Board of Directors.
The Corporation may, to the fullest extent now or hereafter permitted by and in accordance with the standards and procedures provided for by sections 721 through 726 of the Not-for-Profit Corporation Law and any amendments thereto, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that he/she is, or his/her testator or intestate was, a director, officer, employee or agent of the Corporation, against judgments, fines, amounts paid in settlement, and reasonable expenses, including attorneys' fees. Furthermore, the Board of Directors or the members are authorized to provide by resolution for the fullest indemnification of the aforesaid persons in such instances.
These by-1aws may he amended or repealed by the affirmative vote of the majority of the entire Board of Directors at any meeting of the Board, or by the members of the Corporation at a meeting of the members.