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 forty five thousand dollars
($45,000). 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
6/2008)
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 sixty thousand dollars ($60,000). 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 6/2008)
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)