NEW YORK STATE POLITICAL SCIENCE ASSOCIATION, INC.
NAME, PURPOSE, AND MEMBERSHIP
- Name. The name of the corporation is New York State Political Science Association, Inc. (the “Association”)
- Purpose. The purpose of the Association is to advance the study of public institutions, political behavior and public policy and improve the quality of public deliberation and decision-making by fostering collaboration between scholars and practitioners. In furtherance of the purpose of the organization, the Association shall:
- Hold an annual conference that provides a venue to inform scholars and practitioners, while also promoting new research and recognizing excellence in the field;
- Support the development of scholarship in all stages, foster research, and facilitate the discussion of public affairs.
- Affiliation. The Association will be a constituent member of the Northeast Political Science Association.
- Membership. The Association shall have three (3) classes of membership, as follows: (1) Professional, (2) Graduate Student, and (3) Undergraduate Student Membership.
- Professional Membership. Professional Membership shall be available to: faculty in an academic field, practitioners employed in political science related fields, any person who is otherwise eligible for Professional Membership and who is on a leave of absence from his or her employment to attend a fellowship program; and any other persons holding active Professional Membership in the Association on the date of adoption of these By-Laws until such time as said Professional Membership is terminated by failing to pay dues or as otherwise set forth herein. Professional Members shall be entitled to full privileges of membership, including the right to vote, hold office, chair committees, or to serve on the Board of Directors.
- Graduate Student Membership. Graduate Student Membership shall be available to full- and part time students enrolled in graduate studies at an accredited college or university. Graduate Student Members are allowed to vote, and to serve on and chair committees. Graduate Student Members may not hold any elected office other than Secretary or Treasurer.
- Undergraduate Student Membership. Undergraduate Student Membership shall be available to full- and part time students enrolled in undergraduate studies at an accredited college or university. Undergraduate Student Members are not allowed to vote, hold office, or chair committees. Eligibility for Student Membership shall expire on December 31 of the year in which a Student Member graduates.
- Termination of Membership. A Member may voluntary terminate his or her membership at any time by giving written notice of the same to the Secretary. A Member is automatically removed from membership when any payment to the Association remains unpaid for thirty (30) or more days from the date when such payment is due. For reasons other than nonpayment as set forth above, a Member may be suspended or removed from membership for cause as determined in the sole discretion of the Board; provided, however, that prior to imposition of suspension or removal of a Member, the Board or its delegate shall (1) serve said
Member with written notice of the proposed suspension or removal and the reasons or allegations therefor, and (2) provide said Member with a reasonable opportunity for a hearing, if so requested, before the Board or its delegate to respond to the reasons or allegations put forth. The decision of the Board or its delegate in determining whether a reasonable opportunity for a hearing has been given and whether suspension or removal is appropriate shall be final.
BOARD OF DIRECTORS
Section 1. Board of Directors.
The Board of Directors (the “Board”) shall manage the business of the Association, and the Association’s executive officers shall be responsible for the Association’s day-to-day operations.
Section 2. Northeast Political Science Association General Council Membership.
The Board shall appoint one member to the Northeast Political Science Association General Council. The General Council is charged with setting policies, and nominating the officers who comprise the Executive Committee.
Section 3. Number of Directors; Election; Term of Office.
The number of directors will be fixed from time to time by the Board, provided that in no case will the number of directors be fewer than fourteen (14), and that no decrease in the number of directors will shorten the term of an incumbent director. The directors shall be elected by a majority vote of the Board by secret ballot at the annual meeting of the Board. The term of office of each director shall be one (1) year, and in any event, each director shall continue in office until the director’s successor has been elected and qualified, or until the director’s earlier death, resignation or removal. Each director shall be eligible for unlimited re-election to the Board.
Section 4. Qualifications of Directors.
Consistent with the directors’ fiduciary duties to the Association of care, loyalty and obedience, every director is expected to participate in the governance of the Association, to regularly attend meetings of the Board, and to perform the duties of a director in a collegial and collaborative manner. No director shall be a salaried employee or paid consultant of the Association. No director shall be a member of the Board of Directors of any organization whose mission, purpose or activities are deemed by the Board to conflict with the mission, purpose or activities of the Association.
Section 5. Board Member Contributions.
Every director must make an annual monetary contribution to the Association (the “Annual Contribution”). The Annual Contribution will be the payment of membership dues for the year they are in office. The Annual Contributions will be unrestricted funds for the general support of the Association. Annual Contributions must be paid in full by April 1st of every year. Any director who does not make his or her Annual Contribution by that deadline may be removed from the Board as provided in these Bylaws. The Treasurer shall be responsible for collecting the Annual Contributions and informing the Executive Officers of any outstanding Annual Contributions.
Section 6. Vacancies.
Any vacancy on the Board arising at any time and from any cause, and any newly created directorships, may be filled at any meeting of the Board by a majority vote of the Board.
Section 7. Removal.
A director may be removed for cause upon recommendation of the Executive Officers and approval by a vote of at least two-thirds of the directors present at a Board meeting. Cause includes, but is not limited to, a director’s (i) failure to make an Annual Contribution by the deadline, as stated above, (ii) failure to attend at least fifty percent (50%) of the total number of the annual, regular and special meetings of the Board during a fiscal year of the Association, (iii) gross negligence or willful misconduct in the performance of duties to the Association, (iv) fraud or embezzlement against the Association, and (v) conviction of a felony. If, at any time, the Executive Officers determine that cause exists for the removal of a director and that continued performance by that director of his or her duties as a director is likely to cause harm to the Association, the Executive Officers may temporarily suspend the director from participation in activities of the Board and the Association until a removal decision is made at the next Board meeting. No vote to remove a director shall be taken at a Board meeting unless notice of the proposed removal is included in the meeting notice given to all directors.
Section 8. Resignation.
Any director may resign at any time by giving written notice of the resignation to the President or to the Secretary. A director’s resignation shall take effect on the date specified in the notice, or if the effective date is not specified, then upon receipt of the notice. Unless otherwise specified in the notice, the Board’s acceptance of such resignation shall not be necessary to make it effective.
Section 9. Meetings of the Board.
a. The Annual Meeting. The annual meeting of the Board shall be held in January at such time and place as shall be determined by the President. At the annual meeting, officers and directors are elected and their terms begin on May 1st. Notice of the time and place of the annual meeting shall be given to each director not less than thirty (30) days before such meeting.
b. Regular Meetings. Regular meetings of the Board shall be held at such time and place as shall be determined by the President. Notice of the time and place of each regular meeting shall be given to each director not less than ten (10) days before such meeting.
c. Special Meetings. Special meetings of the Board may be held called at any time by the President, the Vice Chairperson, the Secretary, or any two (2) directors, and shall be held at such time and place as specified in the notice of such meeting. Notice of the time, place and purpose of each special meeting and the name of each person calling the special meeting shall be given to each director not less than five (5) days before such meeting.
d. Notice of Meetings. Notice of each annual, regular or special meeting of the Board shall be given to each director by first-class mail, delivery by messenger or courier service, or by telephone, e-mail or fax, at the address or telephone or fax number designated by the director for that purpose or, if none has been so designated, at his or her last known residence or business address, not less than ten (10) nor more than sixty (60) Days before the date of such meeting. Notice of an executive session called by the President at a meeting of the Board may but is not required to be provided to the directors. Notice of any meeting of the Board need not be given to any director who submits a signed waiver of notice, either before or after the meeting, or who attends the meeting without protesting, prior to or at the commencement of the meeting, the lack of notice.
Section 10. Quorum and Manner of Acting.
Unless a greater proportion is required by law or by these Bylaws, the quorum necessary for the transaction of business shall consist of one-third of the entire Board, provided that at no time shall a quorum be less than five (5). The term “entire Board” means the total number of directors set by the Board, including any vacancies. The action of a majority of the directors present at a meeting of the Board at which a quorum exists will be the act of the Board except as otherwise required in these Bylaws or under New York law.
Section 11. Action by Unanimous Written Consent.
Any action required or permitted to be taken by the Board or any Board committee may be taken without a meeting if all members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action.
Section 12. Telephonic, Video, Satellite, Cyber Meetings.
One or more directors or members of any Board committee may participate in a meeting of the Board or of the committee by means of a telephone, video, satellite or cyber conference or similar communications equipment, allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.
Section 13. Compensation of Directors.
Directors shall not receive any salary or other compensation for their services as directors of the Association.
Section 1. Standing Committees.
The following are the Standing Committees of the Board: Executive Committee, and Conference Committee. The Board, by resolution adopted by a majority of the entire Board, may designate from among its members other Standing Committees, and each Standing Committee, including the Standing Committees listed above, must consist of at least three directors. Each member of a Standing Committee shall serve at the pleasure of the Board. Standing Committees, other than the Executive Committee, shall have the powers specifically provided in the resolutions creating them or in committee charters adopted or revised from time to time by the vote of a majority of the entire Board.
Section 2. Executive Committee.
a. Members of the Executive Committee. The Executive Committee shall consist of the following individuals: President, Vice-President, Treasurer, Secretary, and the Chairpersons or Co‑Chairpersons of the Conference Committee.
b. Powers, Authority and Actions of the Executive Committee. Between meetings of the Board, the Executive Committee shall have and may exercise all of the powers and authority of the Board, to the extent allowed by New York law. The quorum necessary for the transaction of business shall consist of a majority of all of the members of the Executive Committee. The action of a majority of the members of the Executive Committee present at a meeting of the Executive Committee at which a quorum exists will be the act of the Executive Committee. All actions of the Executive Committee shall be recorded by the Secretary (if the Secretary is not present, the President shall designate a recorder) and reported to the Board.
c. Meetings of the Executive Committee. Regular meetings of the Executive Committee shall be held at such time and place as shall be determined by the President. Special meetings of the Executive Committee may be called at any time by the President and shall be held at such time and place as shall be determined by the President.
d. Attendance by Non-Members at Meetings of the Executive Committee. At the discretion of the Executive Committee, directors who are not members of the Executive Committee may attend meetings of the Executive Committee. Such non-member attendees may participate in discussions of the Executive Committee at the discretion of the President or the President's designee but may not vote on any action before the Executive Committee.
e. Notice of Meetings of the Executive Committee. Notice of each regular and special meeting of the Executive Committee will be given to each of its members by first‑class mail, delivery by messenger or courier service, telephone, e-mail or fax, at the address or telephone or fax number designated by the member for that purpose or, if none has been so designated, at the member’s last-known residence or business address at least five (5) days prior to such meeting, provided that 24-hours notice may be given if the President or any two Executive Committee members determine that an emergency warrants the shorter notice period. Directors who are not members of the Executive Committee will not be routinely notified of the date, time and place of meetings of the Executive Committee. However, if a director inquires about the next meeting of the Executive Committee, the Executive Committee will inform such director, within two weeks of the inquiry, of the date, time and place of the next meeting of the Executive Committee. If the President calls a special meeting of the Executive Committee, all directors will be notified immediately upon the determination of the date, time and place of such a meeting.
Section 3. Other Committees.
Ad hoc, Special, or Oversight Committees may be appointed at the discretion of the Chairperson. In appointing such a committee, the President will appoint the chair of the committee, specify the term of the committee’s existence, and define the committee’s duties. Such committees shall not have any of the powers of the Board unless delegated to them by the Board.
Section 4. Committee Procedures.
All committees shall report to the Board and, except to the extent provided in these Bylaws, shall operate in accordance with procedures as may be prescribed by the Board.
The Board may establish Advisory Committees from time to time to advise the Board on matters designated by the Board on an informal and non-binding basis. Each Advisory Committee will be established and its members appointed by a majority vote of the Board, and each Advisory Committee and its members will serve at the pleasure of the Board. Each Advisory Committee will report to the Board periodically as determined by the Board.
Section 1. Number.
The officers of the Association shall include a President, a Vice President, a Treasurer, a Secretary, and such other officers, if any, as the Board may from time to time appoint or elect. One person may hold more than one office in the Association, except the offices of President and Secretary, may not be held by the same person. Said officers shall be elected by the membership and shall serve as members of the Board of Directors. The Board may appoint such other officers, as it shall deem desirable, such officers have such authority and perform such duties as the Board prescribes. Any such officers appointed by the Board shall not be members of the Board.
Section 2. Election and Term of Office.
The officers of the Association, shall be elected by secret ballot by a majority vote of the Board at its annual meeting for a one-year term. The President, Vice President, Treasurer and Secretary must be elected from among the members of the Board; other officers need not be members of the Board.
Section 3. Resignations, Removals, Vacancies.
Any officer of the Association may resign at any time by giving written notice to the Board or to the President or the Secretary. An officer’s resignation shall take effect on the date specified in the notice or, if the effective date is not specified, then upon receipt of the notice. Any officer of the Association may be removed, with or without cause, by a majority vote of the Board. If, at any time, the Executive Committee determines that continued performance by an officer of his or her duties is likely to cause harm to the Association, the Executive Committee may temporarily suspend the officer from performance of those duties until a removal decision is made at the next Board meeting. Any vacancy in any office may be filled by the Board at any meeting of the Board. Any officer who is elected between annual meetings of the Board shall hold office until the next annual meeting of the Board and until the election of his or her successor.
Section 4. President.
The President shall be the chief executive officer of the Association. The Chairperson shall preside at all meetings of the Board and shall perform all duties and have all powers which are commonly incident to the role of President, together with such other powers and duties as from time to time may be assigned by the Board.
Section 5. Vice President.
The Vice President shall assist the President in the performance of his or her duties. In the absence or inability to act of the President, the Vice President shall preside at meetings of the Board and otherwise perform the duties of President, and when so acting, shall have all the powers of the President. The Vice President shall have such other powers and perform such other duties as from time to time may be assigned by the President or the Board.
Section 6. Treasurer.
The Treasurer shall be responsible for general oversight of the fiscal operations of the Association. As part of such general oversight, the Treasurer shall monitor the activities of the Association’s management and staff to keep full and accurate accounts of receipts and disbursements in the books of the Association, to deposit all monies or other valuable effects in the accounts of the Association, and to disburse the funds of the Association in a manner that furthers the tax-exempt purposes of the Association. The Treasurer shall render or cause to be rendered to the Board at regular meetings of the Board, or whenever the Board so requires, a statement of the accounts and financial condition of the Association. The Treasurer shall have such other powers and perform such other duties as from time to time may be assigned by the President or the Board.
Section 7. Secretary.
The Secretary shall record the minutes of the meetings of the Board. The Secretary will affix the corporate seal, which shall be kept in the Executive Office of the Association, when so authorized or ordered by the Board. In the case of the absence or inability to act of the Secretary, any other officer or any other person authorized by the President may act temporarily in the Secretary's place. The Secretary shall have such other powers and perform such other duties as from time to time may be assigned by the President or the Board.
- Agreements, Contracts, Deeds, Leases, Checks, Etc. All agreements, contracts, deeds, leases, checks, and other instruments of the Association shall be executed by at least two (2) officers or by such other person or persons as may be designated by Board resolution.
Section 9. Compensation of Officers.
Salaried employees of the Association shall be eligible to serve as officers of the Association. Officers of the Association shall receive such compensation, if any, for services rendered to the Association as may be authorized by the Board. Those officers who are directors will not receive compensation for their service as officers.
Section 1. Indemnification.
The Association shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person, or such person’s testator or intestate, is or was a director or officer of the Association, a committee member who is not a director or officer of the Association, or an employee or agent of the Association designated for indemnification by the Board, or is or was serving at the request of the Association as a director, trustee, officer, employee or agent of another Association, partnership, joint venture, trust or other enterprise (hereinafter all referred to more generally as "indemnified parties"), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person as a result of such action, suit or proceeding to the full extent permitted by applicable law, upon such determination having been made as to such person’s good faith and conduct as is required by applicable law.
Section 2. Advancement of Expenses.
Expenses incurred in defending a civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Association in advance of the final disposition of such action, suit or proceeding to the extent, if any, authorized by the Board in accordance with the provisions of applicable law, upon receipt of an undertaking by or on behalf of the indemnified party to repay all or a portion of such amount if it shall ultimately be determined that such indemnified party is not entitled to be indemnified by the Association or that the expenses so advanced exceed the indemnification to which the indemnified party is entitled.
Section 3. Insurance.
The Association may purchase and maintain insurance to indemnify the Association and the indemnified parties in a manner and to the fullest extent now or hereafter permitted by law.
Section 1. Corporate Seal.
The Board may adopt a corporate seal, alter such seal at its pleasure, and authorize it to be used by causing it or a facsimile to be affixed or impressed or reproduced in any other manner.
Section 2. Offices.
The Association may have offices in such place as the Board may from time to time determine.
Section 3. Books and Records.
There shall be kept at the office of the Association, or at such other location as the Board may designate, correct books of account of the activities and transactions of the Association, including a minute book, which shall contain a copy of the Certificate of In Association, a copy of these Bylaws, and all minutes of the meetings of the Board.
Section 4. Fiscal Year.
The fiscal year of the Association shall be July 1 - June 30 or such other period as may be fixed by a majority vote of the Board from time to time.
These Bylaws may be adopted, amended or repealed by the affirmative vote of at least three-quarters of the entire Board. Notification of any proposed amendments to the Bylaws shall be distributed with the meeting materials for the meeting of the Board at which such amendment shall be discussed, and the amendments shall be voted on at a subsequent meeting.