ARTICLE I - NAME
The name of the organization shall be:
New York State Parking Association
The organization shall be allied with the International Parking Institute.
The official address shall be that of the association president, any other association officer, or any place as designated by the Board of Directors.
ARTICLE II – OBJECTIVES
The objectives of the organization shall be to enhance the development of parking and transportation professionals and promote and represent public parking and intermodal transportation within the State of New York; provide for the acquisition and sharing of knowledge and personal development; establish a mutual support network; create an environment for professional interaction; and assist in improving the efficiency of member organizations.
The organization shall be non-partisan and non-sectarian and shall take no part in, nor lend its support to, the election of any candidate for public office.
The organization shall observe all local, state and Federal laws.
No substantial part of the activities of the organization shall be to carry on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Internal Revenue Code section 501 (h) or participating in, or intervening in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office.
Not withstanding any other provision of these articles, the organization is organized exclusively for educational purposes as specified in section 501 (c) (3) of the Internal Revenue Code of 1954, and shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax under section 501 (c) (3) or corresponding provisions of any subsequent Federal Tax laws.
ARTICLE III - MEMBERSHIP
Section 1. Classes
There shall be six classes of membership: Regular, Affiliate, Consultant, Vendor, Associate and Unaffiliated/Honorary. To be eligible in any class in addition to the other requirements as set forth in these By-laws, the purpose of a member must be to support the objectives of the Association. Each Member organization or company shall designate one (1) individual to be its primary voting representative, Primary Member. Additional representatives, if any, from each Member organization or company shall be known as an Associate Members as herein set forth:
A. Regular Members shall be municipalities and other government bodies, parking authorities, boards, bureaus, commissions, departments, colleges, universities, airports, hospitals, or other institutions and agencies having similar responsibility for the establishment, operations, maintenance, control or direction of public parking and/or intermodal transportation.
B. Affiliate Members shall be corporations or individuals engaged in providing operating services to the public parking and/or transportation industry. Affiliate Members shall be commercial parking companies engaged in the business of operation and/or development of public parking and/or intermodal transportation.
C. Consultant Members shall be individuals or organizations providing consultation services to the parking and/or transportation industry.
D. Vendor Members shall be corporations or individuals engaged in supplying goods, equipment, uniforms, vehicles, or supplies to the public parking and/or transportation industry.
E. Associate Members shall be additional representatives of the Regular, Affiliate, Vendor and Consultant Members and shall have no voting privileges.
F. Unaffiliated/Honorary members shall be any other individual who supports the objectives of the association and does not qualify for one of the other categories of membership. The Board of Directors may assign the applicant by a majority vote. Members in this category shall have no voting privileges and are not subject to dues.
Section 2. Voting Rights
Only the Primary Member of the Regular, Affiliate, Consultant and Vendor Members shall have the right to vote on any matter submitted to a vote of the members including elections. Each such Primary Member shall have one vote. Primary Members may cast votes in each membership class during Board of Directors’ elections.
Section 3. Motions
Regular, Affiliate, Consultant and Vendor Members shall have the right to move a proposal at the Annual or Special Meetings. Any member may participate in discussion at the Annual or Special Meetings.
Section 4. Dues
Annual dues are established by the Board of Directors. All dues are due and payable before July 1st of each year. Dues are not refundable other than for inadvertent duplication or unauthorized admissions. Membership shall run from July through June each year.
Section 5. Admission
Application for membership shall be submitted to the Treasurer via web, mail or fax. Admission shall be subject to the approval of the Board of Directors and shall be reported at each Board Meeting.
Section 6. Termination
A. Membership in any class may be terminated by the member upon written resignation with the Treasurer, but resignation shall not relieve the member so resigning of the obligation to any dues or other charges theretofore accrued and unpaid. Dues remaining unpaid on the last day of June shall become an inactive membership.
B. The Board of Directors may, by vote of two-thirds of all members of the Board, suspend or expel a member for cause after an appropriate hearing. Cause shall include, but not be limited to, circumstances where a member is found to have acted in a manner as to be prejudicial to the objectives or successful operation of the organization. Suspension shall be for such period of time as the Board of Directors deems appropriate.
Section 7. Transfer of Membership
Membership in this organization is not transferable or assignable, except for extenuating circumstances. Such requests are to be reviewed and considered at the discretion of the Board of Directors.
ARTICLE IV - BOARD OF DIRECTORS
Section 1. General Powers
The affairs of the organization shall be managed by the Board of Directors.
Section 2. Composition
The number of Directors shall be twelve. Six shall be representatives from the Regular Member class. Two of the directors shall be representatives from the Affiliate Member class, two shall be representatives from the Consultant Member class, and two shall be representatives from the Vendor Member class.
No more than one Regular, Affiliate, Consultant or Vendor Member representing each municipality, or college, or university campus, or hospital or medical center, or airport, or corporation, or agency, or authority or other membership type shall serve concurrently as member of the Board of Directors.
C. Past President
The immediate Past President shall not be an elected member of the Board of Directors, but shall act in on an advisory capacity to the Board of Directors and shall have a vote only in the event of a tie or to facilitate a quorum.
Section 3. Term of Office
Except as hereinafter provided, the term of directors shall be elected for a term of two years. The elections shall be conducted in such a manner that the terms of up to six directors may expire each year. A director may be elected for only one year if required to fill a vacancy or to otherwise ensure the alternation of terms of up to six elected directors each year.
For the purpose of this section, a year shall comprise the period from January 1st – December 31st.
Section 4. Election of Board Members
At least thirty (30) days before the Annual Meeting the Secretary shall determine the number of vacancies to be filled and the terms of office thereof.
The Nominating Committee shall prepare a list of nominees and shall take into consideration, and attempt to reflect in its selection of nominees, the ratio of municipal, institutional, airport, and hospital members to the total membership. In preparation of its list of nominees for the Regular, Consultant, Vendor and Affiliate members to the Board of Directors, the Nominating Committee may solicit nominees from among all members in good standing of those membership classes, except Honorary. The Nominating Committee's final list of nominees for each class shall contain no more than four nominees.
The Nominating Committee's final report shall be subject to approval of the Board of Directors.
The Secretary shall submit to all the Members, at least fifteen (15) days before the Annual Meeting, the list of nominees prepared by the Nominating Committee. Absentee ballots for eligible voting members must be requested by Primary Members in writing to the Secretary at least ten (10) days before the Annual Meeting. The Secretary will ensure that absentee ballots are sent to any eligible voting members, Primary Members, in time to be processed and returned in order to be included in the vote count at the Annual Meeting.
B. Additional Nominations
Additional nominees may be nominated by written submission to the Secretary by any five (5) Members in good standing. Such written submission must be accompanied by the written consent of the nominee and must be submitted to the Secretary not later than thirty (30) days prior to the Annual Meeting.
Not later than twenty four hours before the Annual Meeting the Secretary shall provide to the Primary Member of all Regular, Consultant, Vendor and Affiliate Members a ballot listing those individuals in each of the appropriate membership classes nominated according to these By-laws.
D. Return of Ballots
Absentee ballots must be returned to the Secretary three (3) days prior to the election at the Annual Meeting. The Secretary shall transfer all ballots to the Nominating Committee for ratification when the election is held. Other ballots must be cast in the ballot box and given to the Secretary by noon on the day of the Annual Meeting. All ballots received shall be transferred to the Nominating Committee who will tabulate the votes and submit a report of the results to the Board of Directors.
E. Required Votes
Those candidates receiving the highest number of votes sufficient to fill the number of vacancies declared under Section 4(A) of this Article shall be declared elected.
In the event of a tie vote for the final vacancy, the outgoing Board of Directors shall decide by a majority vote between the tied candidates and declare the candidate elected at a committee meeting prior to the Annual Meeting. In the event that one of the candidates tied is a member of the outgoing Board of Directors, that Board member shall not be present and shall not have a vote to decide the elected position. If the number of the Board of Directors voting for a tied vacancy is an even number, the Chair of the Nominating Committee shall have a vote.
Section 5. Meetings
There shall be at least one meeting of the Board of Directors to be held in conjunction with the Annual Meeting. A minimum of three additional Board of Directors meetings shall be held annually.
Section 6. Special Meetings
Special meetings may be called by a majority of Board of Directors or by the President.
Section 7. Notice
Notice of special committee meetings shall be given at least ten days previously thereto by written or electronic notice to each Director at the address shown by the records of the organization.
Section 8. Manner of Acting
Each Director shall have one vote. Except where otherwise provided, the act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors; however, in no case shall a motion be passed unless there are at least seven affirmative votes.
Section 9. Quorum
Seven Directors shall constitute a quorum.
Section 10. Vacancies
When a vacancy on the Board of Directors occurs, it may be filled for the balance of the unexpired term by a member from the appropriate membership class as selected by the Board of Directors via a majority vote.
Section 11. Board Member Responsibilities
Each member of the Board of Directors is expected to attend more than one half of all scheduled Board Meetings in a calendar year. This will ensure that each member is current and aware of Board initiatives. In addition, each Board Member is expected to serve on at least one committee, i.e. By-laws, Marketing, etc. or serve as Conference Chair, Co-Chair or on an appointed conference committee, i.e. sponsorships, activities, etc. The participation of all Board Members is desired and necessary for the continuity of this association. The Board may discuss and via 2/3 majority vote, agree to remove a Member of the Board who is not adhering to said responsibilities or by majority vote exempt a specific Board Member from these requirements if extenuating circumstances arise pertinent to the Board duties described. The resulting vacancy will be filled pursuant to Section 10. Vacancies above.
ARTICLE V - OFFICERS
Section 1. General
The Officers of the organization shall be President, Vice President, Secretary and Treasurer, which officers shall constitute the Executive Committee. The new Executive Committee is effective the first day of the new year following their election. No more than two (2) Board Members from any of the Affiliate, Vendor or Consultant classes may serve on the Executive Committee.
Section 2. Election and Term of Office
The Board of Directors shall elect every other year from its voting membership the President, Vice President, Secretary and Treasurer. When applicable, the election of the Officers shall be at the first meeting following the Annual Meeting of the newly elected Board of Directors. This meeting shall be called by the sitting President, as soon as feasible, following the Annual Meeting. The term of office shall be for two years commencing on January 1st and ending on December 31st two years hence. The Officers shall serve until the first meeting of a newly elected Board of Directors following the next annual election each second year.
Every other year the newly elected Board of Directors shall elect from its membership by caucus the President of the Association. Once elected, the President may make nominations for additional officers, namely Vice President, Secretary and Treasurer for discussion by the Board at large. At that time other candidates may also be nominated and voted upon by the Board of Directors. In the event of a tie vote, retiring President, may cast a ballot.
Any Executive Committee Member whose elected term as a Member of the Board of Directors is scheduled to expire while serving as an Officer of the organization shall have his/her term as a Board Member automatically extended for one year.
The office of President and office of Vice President may be held by the same individual(s) for a period not-to-exceed two (2) consecutive two-year terms. All other officers, Secretary and Treasurer, may be re-elected to those offices without term limitations. Any two (2) or more offices may be held by the same person, except for the offices of President and Treasurer.
Section 3. Removal
Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the organization will be served thereby, but such removal shall be without prejudice to the contract right, if any, of the person so removed. Election or appointment of an officer or agent shall not, of itself, create contract right.
Section 4. President
The President shall be the principal elected officer of the organization. Subject to the direction and control of the Board of Directors, the President shall discharge all duties incident to the office of the President and such other duties as may be prescribed by the By-laws and the Board of Directors.
Section 5. Vice President
The Vice President shall assist the President in the discharge of the duties of the office as the President may direct and shall perform such other duties as from time-to-time may be assigned by the President, by the Board of Directors or by these By-laws. In the absence of the President or in the event the President's inability or refusal to act, the Vice President shall perform the duties of the President and when so acting, shall have all the powers of and be subject to all restrictions upon the President.
Section 6. Secretary
The Secretary shall perform all duties incident to the Office and such duties as from time-to-time may be assigned by the President, by the Board of Directors or by these By-laws. The Secretary shall record the minutes of the meetings; see that all notices are fully given in accordance with the provisions of the By-laws or as required by law; be custodian of the records; keep a register of addresses of each Board Member; and keep records of minutes, By-laws and amendments thereto. In the absence of the President and Vice President the Secretary shall preside.
Section 7. Treasurer
The Treasurer shall perform all duties incident to the office of the Treasurer and such other duties as from time-to-time may be assigned by the President, by the Board of Directors, or by these By-laws. The Treasurer shall collect all monies due the organization; pay expenses approved by an officer as selected by the President; keep accurate accounts of all income and expenditures; and prepare financial statements and annual reports. In the absence of the President, Vice President and Secretary, the Treasurer shall preside.
ARTICLE VI - COMMITTEES
Section 1. General
Committees shall be established as provided in these By-laws. Except as otherwise provided, the President shall name the Chairperson and members of all committees provided, however, that the President may delegate to the Chairperson of any committee the appointment of additional members.
Section 2. Executive Committee
The Executive Committee, comprised of the President, the Vice President, the Secretary, and the Treasurer, shall meet as necessary at the call of the President for the purpose of conducting business between meetings of the Board of Directors. The Executive Committee shall have and exercise the authority of the Board of Directors in the management of the organization, but all actions taken by the Executive Committee shall be reported to the Board of Directors at its next meeting and may be subject to confirmation by the Board of Directors.
Section 3. Nominating Committee
The Chairman of the Nominating Committee shall, where possible, be the Immediate Past President. Additional members, appointed by the
President shall consist of three members in good standing. If the Past President is unable to serve, the President shall appoint a Chairman.
The Nominating Committee shall make nominations for the Board of Directors in accordance with Article IV, Section 4.
Section 4. Other Committees
Committees may be established by By-laws, by resolution of the membership, by resolution of the Board of Directors, or by the President subject to the approval of the Board of Directors.
ARTICLE VII - AMENDMENTS
The By-laws may be amended only by the affirmative vote of two-thirds of the Primary Members voting.
An amendment shall be put to a vote only if it has been proposed by the Board of Directors or five (5) voting members in good standing and provided that a draft of the proposed amendment has been circulated to the membership at the next Annual Meeting.
At the Annual Meeting the draft of the amendment may be amended in any way that is pertinent to the proposals contained therein.
Amendments which, if passed, will affect any of the items of business to be considered at the Annual Meeting, shall, if in order, be considered before other business.
ARTICLE VIII - RULES AND PROCEDURES
The rules contained in "Roberts Rules of Order, Revised" shall govern the meeting of the Board of Directors in all cases in which they are applicable and in which they are not inconsistent with the By-laws.
ARTICLE IX - FISCAL YEAR
The Fiscal Year of the organization shall be from the first day of January to the thirty-first day of December.
The Board of Directors shall appoint a Certified Public Accountant to audit the financial records and accounts of the organization and prepare an annual financial report. The audit shall be available upon request by any member of the organization.
ARTICLE X - WAIVER OF NOTICE
Whenever any notice is required to be given under the By-laws of the organization, a waiver thereof in writing signed by the persons entitled to such notice, whether before or after the time stated herein, shall be deemed equivalent to the giving of such notice.
ARTICLE XI - DISSOLUTION AND NON-INUREMENT
In the event of dissolution, all of the remaining assets and property of the organization shall, after necessary expenses thereof, be distributed to such organizations as shall qualify under section 501(c) (3) of the Internal Revenue Code or corresponding provisions of any subsequent Federal tax laws, or to the federal government, or to a state or local government for a public purpose.
No part of the net earnings of the organization shall inure to the benefit of any member, trustee, director, officer of the organization, or any private individual (except that reasonable compensation may be paid for services rendered to or for the organization), and no member, trustee, officer of the organization, or any private individual shall be entitled to share in the distribution of any of the assets on dissolution of the organization.
ARTICLE XII - INSURANCE
The Association shall maintain Directors, Officers and Trustees Liability Insurance in the amount of a minimum of $1,000,000.00 against claims for negligent acts, errors or omissions alleged to have been committed by the former or present directors, officers, trustees, employees, volunteers or any member of the staff, faculty, or any duly constituted committee of the Association.
Any deductibles required under the provision of Section 1, Article XII, shall be paid for by the Association.
This article shall take effect immediately.
ARTICLE XIII – INDEMNIFICATION
Directors, Officers or employees of the association shall be indemnified against all expenses and liabilities, including counsel fees reasonable incurred by or imposed upon them in connection with any action or proceeding to which they may be made a party or in which they may become involved, by reason of their being or having been a Director, Officer or employee of the association, or with any settlement thereof, whether or not their term of service as a Director, Officer or employee has expired at the time liability for such expenses accrues, except in such cases wherein the Director, Officer or employee is adjudged guilty of willful malfeasance in the performance or omission of such duties as give rise to the subject action or proceeding. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such Director, Officer or employee may entitled.