Constitution – New

CONSTITUTION AND BY-LAWS OF THE METROPOLITAN NEW YORK CHAPTER OF THE NATIONAL REHABILITATION ASSOCIATION, INC. (MNYNRA, INC)

 

Article I – NAME
Article II – PURPOSE
Article III – MEMBERSHIP
Article IV – FISCAL
Article V – MEETINGS
Article VI – OFFICERS
Article VII – EXECUTIVE BOARD
Article VIII – COMMITTEES
Article IX – ELECTIONS
Article X – DELEGATE TO THE ASSEMBLY OF THE NATIONAL REHABILITATION ASSOCIATION
Article XI – AMENDMENTS
Article XII – COMPENSATION
Article XIII – CONFICT OF INTEREST
Article XIV – INDEMNIFICATION
Article XV – DISSOLUTION OF THE CORPORATION

A  R  T  I  C  L  E    I

NAME

The name of this Corporation shall be The Metropolitan New York Chapter of the National Rehabilitation Association, Inc. [a/k/a Metro NRA]   Henceforth, throughout this document it shall be referred as the “Chapter.”

 

A  R  T  I  C  L  E   II

PURPOSE

The purpose of this Chapter shall be to advocate, as a local Chapter of the National Rehabilitation (NRA), for the ethical and enlightened rehabilitation of all persons with disabilities with the goal of personal and economic independence (Mission of NRA) by:

  1. providing members of the NRA and all its Divisions with up-to-date information and opportunities for growth to keep them on the cutting edge of their rehabilitation practice.
B. educating the general public (including those who work in the business and nonprofit communities, in all levels of government, and in academia) on issues critical to persons with disabilities and to the rehabilitation professionals who serve them.  
C. encouraging the entry of competent and humanitarian individuals to be rehabilitation professionals and supporting training opportunities required to make them effective practitioners.
D. fostering excellence in rehabilitation practice through a system of awards to individuals, programs, and organizations that exemplify ethical and enlightened rehabilitation. 
E. advising NRA members and would-be members of the benefits in joining NRA.
F. and taking whatever other appropriate actions that achieve the Mission of NRA.

 

A  R  T  I  C  L  E    III

MEMBERSHIP

 

SECTION 1*
  
The following five categories of membership are defined by the National Rehabilitation Association (NRA). These include [regular] Member, Student, Organization, Affiliate and New Professional.

[Regular] Membership is available to all individuals interested in the advocacy of programs and services for people with disabilities.  It includes professionals in the fields of rehabilitation and allied areas, vendors and other providers of services, as well as advocates for rehabilitation who wish to be actively involved in the goals and activities of NRA.

Student membership is available to all full-time students in the field of rehabilitation who are not currently employed in the rehabilitation profession.

The Organization membership is available to all organizations interested in furthering their employees’ careers in rehabilitation.

Affiliate Membership is available to non-professional rehabilitation service providers, support/technical staff or retirees (professional and non-professional).  Members at this level will pay $96/year and will have access to all the benefits of membership except the Journal of Rehabilitation and the ability to holda seat on the NRA Board.

New Professional Membership is available to recent graduates who were Student members of the NRA the previous year.  This level is available for a single year period and member benefits remain the same as for Student members (basically, all member benefits).  Dues for this one-year, transition level will also be $96/year.

*Amended 1/13/10

SECTION 2

Membership dues of the five categories above are payable to the National Rehabilitation Association.   A small percentage (currently 20%) of these dues is returned to the Chapter as rebates.

SECTION 3

All regular Members, Student members, the CEO or designee of an Organization membership of the National Rehabilitation Association (NRA), Affiliate Members and New Professional Members residing, employed, going to school, or otherwise located in the City of New York shall be eligible for Chapter membership.  Likewise, these five categories of NRA membership residing, employed, going to school, or otherwise located in other areas in, or adjacent to, the Metropolitan New York City area may be accepted for membership upon the approval of the Membership Committee.

*Also on the Chapter’s website there will be a list of “Friends of the Board” who are not currently on the Board but have served in the past and are willing to help out as needed.

*Amended 3/18/2015

 

 

SECTION 4

The following two categories are in addition to those defined by NRA:
Sustaining Individual Membership.  Sustaining members shall be persons interested in the rehabilitation of person with disabilities, able and desirous of paying sustaining membership dues to the Chapter, and paying sustaining membership dues to the Chapter.

Sustaining Organizational Membership. Sustaining organizational members shall be organizations, businesses, or associations interested in, or concerned with, the rehabilitation of persons with disabilities and paying sustaining membership dues to the Chapter.

 

A  R  T  I  C  L  E     IV

FISCAL

SECTION 1

The membership and fiscal year of the Chapter shall begin on April 1  and end on March 31.*

*Amended 4/1/94

SECTION 2

No Chapter dues shall be charged to regular Members, Student members, Organization members, Affiliate Members or New Professional Members.*
*Amended 1/13/10

If necessary or advisable, other revenue producing activities may be engaged in.

Sustaining Individual Membership and Sustaining Organizational Membership dues shall be determined by the Board of Directors.  All Sustaining Individual Members and Sustaining Organizations shall be encouraged to attain regular Membership, Student Membership or Organization Membership, as appropriate.

SECTION 3

In development of the budget, funds will be reserved to be able to participate 
in Regional and National Conferences, which require substantial deposits, 
among other things, to hold hotels and other conference centers.

SECTION 4

The Chapter will follow the IRS regulations not to exceed de minimis 
expenditures for lobbying activities and will try to keep advertising income 
sufficiently lower enough to avoid having to pay income tax (unrelated business income tax [UBIT]).

SECTION 5

Within a month of the close of the fiscal year, the President shall appoint with 
 the approval of the Board of Directors, excluding the Treasurer,  an Audit 
 Committee to review the Treasurer’s Annual Financial Statement and all 
 associated records to determine that the Financial Statement of the 
 Chapter fairly presents the financial status at the end of the fiscal year and the change of condition since the prior fiscal year.  The Audit Committee ordinarily will consist of three persons with business experience including a member and a nonmember outside of the Board of Directors.

 

 

 

A  R  T  I  C  L  E    V

MEETINGS

 

SECTION 1

At the call of the Secretary upon request of the President, the Chapter shall hold two  or more meetings annually.  There shall be at least one Annual Business Meeting before the end of the fiscal year to be reported on in the Annual Report to NRA.

SECTION 2

Advance notice of meetings shall be given to members.  The notices shall state the general nature of the meetings and its time and place.

SECTION 3

Each regular or student member shall have one vote.  The CEO of an Organization membership shall designate one individual to vote on behalf of the Organization.   Voting may be by voice or hand vote.  A majority of the members present may demand a secret ballot.  There shall be no voting by proxy.  A quorum at the regular meetings shall be twenty percent of the members.

SECTION 4

When a majority of the Executive Board determines that matters of business require the action of the membership at a time a meeting is not deemed advisable or feasible, such meetings may be held by (e)mail.  The method of (e)mail balloting shall be determined by the Executive Board.

SECTION 5

Roberts Rules of Order shall govern all Chapter meetings when applicable.

SECTION 6

The scheduling of all meetings including those of members, the Executive Board and Committees shall be made in consideration of the religious
Observances of the members involved.

 

A  R  T  I  C   L  E    VI

OFFICERS

SECTION 1

The elected officers of the Chapter shall be the President, President-Elect, Secretary, and Treasurer.  The term of office for all elected officers shall be effective one year with the President-Elect succeeding the President for one-year and then succeeding as the Immediate Past President.*

*Amended on 3/18/2015

SECTION 2

The officers shall be members in good standing.  They shall be elected by a majority vote of the members voting and shall usually take office at the Annual Business Meeting in January.

SECTION 3

Duties
The duties of the elected officers shall be those usually pertaining to such positions, including the following specific duties assigned to each office:

President

  1. Shall preside over meetings of the membership and the  Executive Board.
  2. Shall be an ex-officio member of all committees.
  3. Shall appoint an audit committee and provide for an annual audit of the Treasurer’s records.
  4. Shall prepare an Annual Report to be submitted to NRA in a timely manner.

President-Elect

  1. Shall assume all duties of the President in the absence or incapacity of that officer.
  2. Shall be designated chairperson of the Program Committee.*
  3. Shall succeed the President’s term of office.
  4. Shall oversee fund raising efforts.

*Amedned on 11/74

Secretary

  1. Shall keep the minutes of the business transacted at all meetings of the Chapter and Board of Directors.  The Minutes shall be available to the membership by direction of the President. This officer must assure that the minutes are posted to the website in order to be available as needed.*

*Amended on 3/18/2015

  1. Shall call all meetings of the Chapter and Board of Directors and conduct all correspondence of the Chapter.
  2. Shall retain the Corporation’s stationary and copies of all letters sent and received by the Chapter.
  3. Shall be responsible for an accurate and up-to-date list of all members of the Chapter and coordinate with the Membership and Public Relations Committee.

Treasurer

  1. Shall have custody of all funds and securities of the Chapter
  2. Shall maintain bank account(s) in the name of the Chapter.
  3. Shall maintain accurate accounts of the property and business of the Chapter.
  4. Shall prepare reports for each Board Meeting, an Annual Financial Statement, and other reports as directed by 
the Executive Board.
  5. Shall develop the budget as a member of the Finance and Fund Raising Committee and take the lead on all business-related matters.
  6. Can appoint a designee to assist in writing reports (federal tax returns, NYS Charity Registration, NRA Annual Report) and other specific activities as needed.*
    *Amended on 3/18/2015

SECTION 4

Vacancy of the Office of the President.  If the office of the President is vacated, the President-Elect automatically becomes President.  If the office is vacated for a second time, the Executive Board shall elect a member of the Executive Board to serve the remainder of the unexpired term.  At the next regular election, the membership shall elect a President for the next two years.

SECTION 5

Other Vacancies.  A vacancy occurring in any other elective office shall be filled by Presidential appointment, with the approval of the Executive Board, for the remainder of the unexpired term.

SECTION 6

All officers must be members in good standing of this Chapter at the time of their nomination and election.

SECTION 7 *

Any elected officer who is absent from three consecutive Board meetings shall be required to explain such failure in writing to the Executive Board.  The Board may then consider any penalty, including removal from office, and communicate it in writing to the party who will have ten days to respond.  Thereafter, the Board may take whatever final action is deemed appropriate.
*Amended on 2/75

 

A  R  T  I  C  L  E     VII

EXECUTIVE BOARD

SECTION 1

The powers of this Chapter shall be vested in and the business of the Chapter shall be conducted by the Executive Board (commonly called “the Board”), subject to the limitations of these By-Laws.  The Executive Board has the following powers and duties:

*Amended on 3/18/2015

  1. To carry out the purposes of this Chapter as set forth in the
Constitution and By-Laws;
  2. To approve all policy on legislative matters and authorize the use of the name of the Chapter in promoting or opposing any legislation;
  3. To authorize the use of the name of the Chapter and the use of its stationary in issuing any statement of public policy;
  4. To adopt a budget, or amend a budget that has been adopted; 
E. To designate the person or persons to sign all checks, and drafts and other orders   for the payment of money or to obligate the Chapter by the signing of notes, orders, or promise to pay;
  5. To maintain effective liaison with the National Rehabilitation Association.

SECTION 2*

The Executive Board members with full voting privileges shall consist of:

  1. The President, President-Elect, Secretary, Treasurer and the Immediate Past President of the Corporation.
  2. Six members elected by the membership.
  3. Up to six members appointed by the President for a term of one year each.  (more members may be appointed if it is anticipated that the business of the Executive Board shall require it.)
  4. One member designated by each NRA Division with a component in the Metropolitan New York area for a term to be determined by the Local Division.
  5. Any Chapter member in good standing who has been elected – as either a New York State Representative to the Northeast Rehabilitation Association (NERA) Regional Board of Directors or as a Director of NERA, for the duration of the term as Representatives. 
*AMENDED on 11/74
  6. Members shall be appointed as the liaisons with other cooperating organizations, as appropriate. Also appointed to the Chapter’s Board should be any Board Member of the National Rehabilitation Association unless that person is already a member.*
    *Amended on 3/18/2015

SECTION 3

All Past Presidents with the exception of the Immediate Past-President shall be ex-officio members of the Executive Board.  They shall not have voting privileges.

SECTION 4

Need, time and place of meetings.  The Executive Board shall determine the frequency, time, and place of its regular (usually monthly)  or special meetings.

SECTION 5

Notice of meetings.   Advanced notice of the time and place of Executive Board meetings shall be given by the Secretary.

SECTION 6

Quorum.  Attendance by seven Executive Board members shall constitute a quorum.

SECTION 7

Each member of the Executive Board present shall have one vote.

SECTION 8

Authority to hold Executive Board meetings by mail.  When matters arise requiring Executive Board action at a time when a Board meeting would not be deemed advisable or feasible, the President may request the Secretary to call a special Board meeting by mail.  The Executive Board shall determine the method of balloting.

SECTION 9*

Any Executive Board member who is absent from three consecutive Board meetings shall be required to explain such failure in writing to the Executive Board.  The Board may then consider any penalty including removal from the Board and communicate it in writing to the party who will have ten days to respond.  Thereafter, the Board may take whatever final action is deemed appropriate.

*Amended 2/75

 

A  R  T  I  C  L  E     VIII

COMMITTEES

SECTION 1*

To assist the President and the Executive Board in carrying out Chapter functions, the President shall appoint a committee chairperson, except that the Immediate Past–President, if available, shall serve as the chairperson of the Nominations and Elections Committee.

*Amended 11/74

SECTION 2

The standing committees shall consist of:

  1. Nominations and Elections
B. Legislative 
C. Program
D. Membership
E. Counselor Wellness
F. Finance and Fund Raising
G. Public Relations and Communications (including website and social media matters)
H. Awards*

Amended on 3/18/2015

SECTION 3

All committee chairpersons who are not already members of the Executive Board shall be ex-officio members of the Executive Board without voting privileges.

SECTION  4

The committee chairpersons shall appoint the members of their respective committees.

SECTION  5

All committee members shall be appointed for one year terms or until their successors are duly elected or appointed.

  1. Nominations and Elections Committee-Standing

The nominating committee shall consist of not less than three (3) and not more than five (5) Chapter members elected by the Chapter at the Annual Business Meeting.  These members will serve for one year or until their successors are duly elected.  Vacancies occurring during the year may be filled by the Board of Directors.

  1. Legislative Committee-Standing

It is the responsibility of this committee to keep itself informed on all proposed local, state and federal legislation including rules, regulations, orders, etc.;  to keep the Board and membership abreast of  these matters and to be prepared to carry out the policies and recommendations of the Board of Directors at hearings, etc.*
*Amended on 3/18/2015

  1. Program Committee-Standing

It is the responsibility of this committee to arrange general meetings and training activities, including inviting speakers, thereby, keeping the membership apprised of professional trends in the field of rehabilitation and to help them meet their continuing educational requirements. The President-Elect is the Chairperson of this committee and will be guided by the Standard Operating Procedures (SOP) in assigning responsibilities.* [See Appendix in footnote 35 below]

*Amended on 3/18/2015

  1. Membership Committee-Standing

It is the responsibility of this committee to maintain and promote membership in the Chapter.  With the cooperation of the Board, it will be responsible for conducting membership campaigns, cooperating with the national membership committee and maintaining its own records.

  1. Counselor Wellness  Committee-Standing

It is the responsibility of this committee to keep the membership aware of resources to improve their quality of life.

GF Finance And Fund Raising Committee-Standing

It is the responsibility of this committee to formulate and periodically review the annual budget and to conduct major fund raising activities primarily through implementing its training programs (increasing all categories of members, expanding training programs including those activities related to training that produce revenue, developing partnerships and sponsorships in conducting training, etc.)

This committee will include at least the Treasurer, the President, and the President-Elect.

  1. Public Relations and Communications Committee-Standing

This committee will promote and advertise Chapter and related activities by developing strong relationships with all sectors of the media including the Communications Committee.
It will issue at regular intervals information concerning Chapter and related activities and rehabilitation issues through all sectors of the media including the development, maintenance and improvement of the Chapter website. It wil assist the webmaster in the performance of that person’s responsibilities. The webmaster will be appointed and approved by the entire Board.*
*Amended on 3/18/2015

It is the responsibility of this committee to issue at regular intervals information concerning Chapter and related activities and rehabilitation issues through all sectors of the media including the development and maintenance of the Chapter website.

  1. Awards Committee-Standing

This committee will seek and select candidates for the following awards  to be presented at annual awards meeting or when appropriate :

Nelson A. Voorhees Memorial Award
Distinguished Service Award
Dr. Frank G. Bowe Rehabilitation Practitioner of Distinction
Employer of Distinction Award
Marilyn Miller-Morell Advocacy Award
Rehabilitation Program of Distinction
Dr. Patricia J. Livingston Legislative Award
Barbara Shultz Award (Placement)
Dr. Alfred Schwartz and Iris Nelson Humanitarian Award  
Award of Appreciation.
It will also be the responsibility of this committee to forward the names of award recipients for regional and national award considerations.  Additional awards (research, legislation, etc.) may also be presented at the discretion of the Chapter.

 

A  R  T  I  C  L  E    IX

 

ELECTIONS

SECTION 1
Within sixty days before the end of the Chapter’s year, there will be solicitation for officers and board members of the Executive Board. If there are more nominations than available positions, then the Board will arrange for a secret mail ballot of the general membership before Annual Meeting. The winners will be declared at the Annual Meeting.*
*Amended on 3/18/2015

SECTION 2*

Nominations shall be made by a Nominations and Elections Committee of five members, including the Immediate Past-President as chairman.  The said committee shall prepare a slate of officers at least ninety days** before the end of the membership year

*Amended 11/74
**Amended on 3/18/2015

SECTION 3

There shall be at least two nominees for each office to be voted upon by the general membership.  Provision shall be made for a write-in ballot.

SECTION 4

A majority of those members voting will be required for election, except in cases where there are more than 2 nominees up for one office.  In that case a plurality vote will be required.  The President shall appoint three members of the Chapter to act as tellers and they shall be present at the counting of the ballots.  The tellers shall not be members of the Nominations and Elections committee.

SECTION 5

In the event of a tie vote, the President shall cast the deciding vote.

 

A  R  T  I  C  L  E    X

DELEGATE TO THE ASSEMBLY OF THE NATIONAL REHABILITATION ASSOCIATION.

The President, with the approval of the Board, shall appoint one or more members to represent the Chapter at the meetings of the NRA Delegate
Assembly and at other meetings at which Chapter representation shall be required.

At least ten (10) days prior to the date of such meetings, the Chapter President shall notify the Executive Director of the NRA of the name of the delegate or delegates authorized to represent the Chapter.

 

A  R  T  I  C  L  E   XI

AMENDMENTS

SECTION 1

Amendments to this constitution may be proposed by the Executive Board or by any member of the Chapter when supported by the signatures of at least ten other members in good standing.

SECTION 2

All amendments shall be voted upon by a secret ballot by mail or at the Annual Business Meeting or a Special Meeting of the Executive Board.*
*Amended on 3/18/2015

SECTION 3

A two-thirds affirmative vote of those voting shall be required to adopt an amendment.

 

A  R  T  I  C  L  E    XII

COMPENSATION

No member shall receive compensation for services as a member of the Board of Directors including service as a committee member, but may be reimbursed for travel or other out-of-pocket expenses incurred in connection with the performance of official assignments.  The Board shall determine the nature and reasonableness of the expenses, in accordance with available funds.  Travel funds will ordinarily be approved in advance.   Per diem rates will be based on schedules established by the federal government; however, cost-sharing will be encouraged especially by the member’s employer.

 

A  R  T  I  C  L  E    XIII

CONFICT OF INTEREST

 

SECTION 1

PURPOSE: The purpose of the conflict of interest policy is to protect this tax-exempt organization’s (The Metropolitan New York Chapter of the National Rehabilitation Association, Inc.) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Chapter or might result in a possible excess benefit transaction.  This policy is intended to supplement but not replace any applicable local, state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

SECTION 2

DEFINITIONS:

  1. Interested Person: Any officer, director, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
B. Financial Interest: A person has a financial interest if the person has, directly, or indirectly, through business, investment, or family: 
1. an ownership or investment interest in any entity with which the Chapter has a transaction or arrangement, 
2. a compensation arrangement with the Chapter or any entity or individual with the Chapter has a transaction or an arrangement,  
3. or, a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Chapter is negotiating a transaction or arrangement.   Compensation includes direct or indirect remuneration as well as gifts or  favors that are not insubstantial.     Note: No member can receive compensation for service on the Board of Directors or on any of its committees; consequently, there is no section on conflict of interest as it relates to compensation in this article.  A financial interest is not necessarily a conflict of interest.  Under Section 3, Subsection B, a person who has a financial interest may have a conflict of interest only if the Board of Directors decides that a conflict of interest exists.

SECTION 3

PROCEDURES:

  1. Duty to Disclose: In connection with any actual or possible conflicts of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Board of Directors which is considering or will have to consider the proposed transaction or arrangement.
B. Determining Whether a Conflict of Interest Exists: After the disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the meeting of the Board of Directors while the determination of a conflict of interest is discussed and voted upon.  The remaining Board members shall decide if a conflict of interest exists.
C. Procedures for Addressing the Conflict of Interest:
1. An interested person may make a presentation at the meeting of the Board of Directors, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
2. The President of the Board of Directors shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. 
3. After exercising due diligence, the Board of Directors shall determine whether the Chapter can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
4. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board of Directors shall determine by a majority vote of disinterested Directors whether the transaction or arrangement is in the Chapter’s best interest, for its own benefit, and whether it is fair and reasonable.  In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement. 
D. Violations of the Conflict of Interest Policy:
1. If the Board of Directors has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member the basis of such belief and afford the member an opportunity to explain the alleged failure to disclose.
2. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Board of Directors determines the member has failed to disclose an actual  or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

SECTION 4

RECORDS OF PROCEEDINGS

The minutes of the Board of Directors shall contain:
A. the names of the persons who disclosed or otherwise were found to have financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board of Directors’ decision as to whether a conflict of interest in fact existed.
B. the names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

SECTION 5

ANNUAL STATEMENTS

Each member of the Board of Directors including committee members shall annually sign a statement which affirms such person:
A. has received a copy of the conflicts of interest policy, 
B. has read and understands the policy, 
C. has agreed to comply with the policy and
D. understands the Chapter is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

SECTION 6

PERIODIC REVIEWS

To ensure the Chapter operates in a manner consistent with charitable purposes and does not engages in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted.  The periodic reviews shall, at a minimum, include the following subjects:
A. Whether compensation arrangements and benefits are reasonable, based on competent survey information and the result of arm’s length bargaining.
B. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Chapter’s written policies, are properly recorded, reflect reasonable investment or payments for goods or services, further charitable purposes and do not result in inurement, impermissible private benefit or an excess benefit transaction.

 

O8 SECTION 7

USE OF OUTSIDE EXPERTS

When conducting the periodic reviews as provided for in Section 6 above, the Chapter may, but need not, use outside advisors.  If outside experts are used, their use shall not relieve the Board of Directors of its responsibility for ensuring periodic reviews are conducted.

 

A  R  T  I  C  L  E    XIV

INDEMNIFICATION

The Chapter may, to the fullest extent now or hereafter be permitted by law, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that that person, that person’s testator or intestate  was a officer, director, committee member, employee or agent of the Chapter, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorney’s fees.

 

A R  T  I  C  L  E    XV

DISSOLUTION OF THE CORPORATION

The Chapter may be dissolved by the affirmative vote of two-thirds of the Board of Directors or any regular or special meeting called for that purpose.  Individual members need to be given 30 days notice of such action if they wish to appeal the decision and form a new Chapter.  If dissolution is determined, any assets remaining shall be distributed to organizations having similar purposes which have also been established as organizations approved by the U.S. Department of the Treasury, Internal Revenue Service, for exception under section 501 (c) (3) of the IRS of 1954, and now in effect or hereafter amended.

Historical Note:  The Chapter was formed in New York City as an unincorporated organization in 1950 and was incorporated as a Not-for-Profit Corporation in the State of New York on March 17, 2008.  These Constitution and By-Laws were adopted at the first Business Meeting of the newly incorporated Chapter on June  19, 2008.   They represent (1)the original Constitution and By-Laws and the amendments, which were in effect from the period from 1950 till the Incorporation.   [Throughout this document there are foot notes in the body of the By-Laws to show when the original Constitution and By-Laws were amended.] and (2)  Amendments specifically approved on June 19, 2008 to amend the Constitution and By-Laws to agree with the Articles of Incorporation, the definitions of NRA and good business practices [See the attached end notes.] [1] As a Corporation, the name has been changed.

[2] Our purpose clause must agree with our Corporation charter which was designed to agree with NRA.

[3] Our categories of membership had to be changed to agree with NRA.

[4]This clarifies that dues go to NRA

[5] This clarifies how money is returned to the Chapter.

[6] This clarifies how the different geographical categories of NRA membership become Chapter members.

[7] The definitions of Sustaining Individual Membership and Sustaining Organizational Membership were revised to agree with NRA definitions.

[8] The policy of not paying Chapter dues had to be extended to the three NRA categories of membership.

[9] The relationship of NRA membership categories and the additional Chapter membership categories had to be clarified.

[10] The long-standing policy of setting a reserve of funds for being able to run Regional or National conferences needed to be codified in our By-Laws as guidance for future leaders.

[11] Since our organization does minimal lobbying (e.g., licensure) we need to follow IRS regulations about limiting expenditures and we will have to keep our advertising income low enough not to have to pay tax.

[12] The requirement for, and the composition of, an Audit Committee are needed to conform to good business practices.

[13] Wherever Corresponding Secretary and Recording Secretary appear, it now shows Secretary.

[14] The Chapter has at least one Spring Conference and one Winter Conference.  The Annual Business Meeting is usually at the Winter Conference and the Awards usually are given out at the Spring Conference.

[15] The importance of the Annual Business Meeting and Annual Report are emphasized here.

[16] Our policy on who represents an Organizational membership had to be revised to agree with NRA policy.

[17] Email was included to keep up with technology.

[18] This section was added at a general business meeting on January 14, 2009.

[19] This change of date for the installation of new officers was enacted to conform to actual practice.

[20] This duty of the President should be included especially since timely filing of the Annual Report affects the amount of rebates.

[21] The combination of the Recording and Corresponding Secretaries called for rewriting of the duties of Secretary.

[22] The duties of the Treasurer had to be revised to be in conformity with good business practices.

[23] Editorial changes were made to clarify Board responsibilities.

[24] This section was amended at a general business meeting on January 14, 2009. It previously included the following language: “for staggered terms of three years each.”  As a result of this amendment the length of the term of Board members will usually be one year but it can be up to three years if that is expedient.

[25] The increase in the number of President-appointed members was included to reach out to new members, to be more flexible and to conform to actual practice.

[26] This section was amended at a general business meeting on January 14, 2009.

[27] The relationship between the Chapter and NERA is clarified.

[28] It is the policy of the Board to try to have almost monthly meetings.

[29] The term chairman has been changed to chairperson throughout the document. .

[30] The structure and names of the committees have been changed to reflect actually existing committees.

[31] The Consumer Involvement Committee has been replaced by the Counselor Wellness Committee to reflect actual practice.  Consumer Involvement is part of all our activities.

[32] A description of fund raising was included to give direction to new leadership.

[33] Our committee structure needed to be modernized.

[34] Two awards were named after distinguished practitioners: Dr. Frank G. Bowe and Dr. Patricia J. Livingston.

(35) Approved on March 18, 2015 were Standard Operating Procedures for Running a 
Conference Appendix .