NAME AND BOUNDARY

The name of the organization shall be the New York State Government Finance Officers' Association, Inc., which, in these By-Laws, shall be referred to as the "Association".

The territory included within the boundaries of the Association shall be all the Counties, including New York City, of the State of New York.

There shall be five regions of the Association.

The Downstate Region shall include within its boundaries the following counties of the State of New York: Dutchess, and the five Boroughs of New York City; Orange, Putnam, Rockland, Sullivan, Ulster, and Westchester.

The Northeast Region shall include within its boundaries the following counties of the State of New York: Albany, Clinton, Columbia, Delaware, Essex, Franklin, Fulton, Greene, Hamilton, Herkimer, Montgomery, Otsego, Rensselaer, Saratoga, Schenectady, Schoharie, Warren, and Washington.

The Central Region shall include within its boundaries the following counties of the State of New York: Broome, Cayuga, Chemung, Chenango, Cortland, Jefferson, Lewis, Madison, Oneida, Onondaga, Oswego, St. Lawrence, Schuyler, Seneca, Tioga, and Tompkins.

The Western Region shall include within its boundaries the following counties of the State of New York: Allegany, Cattaraugus, Chautauqua, Erie, Genesee, Livingston, Monroe, Ontario, Niagara, Orleans, Steuben, Wayne, Wyoming, and Yates.

The Long Island Region shall include within its boundaries the following counties of the State of New York: Nassau and Suffolk.

GENERAL OBJECTIVES

The objectives of the Association shall be:

To provide for the professional development of knowledge, skills and capacity to manage governmental financial affairs.

To encourage the preparation of individuals to seek a governmental finance career.

To develop and encourage the use of best practices together with uniform standards and procedures of governmental financial management.

To develop and encourage economy and efficiency in governmental financial practices.

To identify issues of governmental fiscal policy and to inform those persons interested in such issues.

To develop, improve, and publish a body of knowledge in governmental financial management.

To extend cooperation and assistance to other Associations and professional organizations concerned with governmental financial management.

To work closely with the various federal and state oversight bodies to facilitate appropriate intergovemmental financial management and policy relations.

The Association is organized exclusively for one or more of the purposes as specified in § 501(c)(3) of the Internal Revenue Code of 1954, and shall not carry on any activities not permitted to be carried on by a corporation exempt from Federal income tax under IRC § 501(c)(3) or corresponding provisions of any subsequent Federal tax laws.

MEMBERSHIP

All persons interested in and concerned with governmental financial management and policies are eligible for membership in the Association.

GOVERNING BODY: COMPOSITION, AND SERVICE REQUIREMENTS

(a)   The governing body of the Association will be the Board of Governors (Board). The Board will consist of thirty-three members, as follows: five members who are the elected officers of the Association; five Regional Chairs (one from each Region); ten members from governmental jurisdictions (two members from each Region); ten at-large members; the immediate past president, and any two other past presidents.

The officers of the Association, elected by the membership, shall be a President, President Elect, Vice President, Secretary, and Treasurer. The positions of President, President Elect, Vice President, and Regional Chairs may only be held by members employed by a governmental jurisdiction.  The positions of Secretary and Treasurer may be held by members employed by a governmental jurisdiction or in the private sector.  However, at least one of these two positions must be held by a member employed by a governmental jurisdiction during any term. 

(b)   An Executive Committee of the organization will consist of the officers and five Regional Chairs.

(c)   The governing body of each region shall be the Regional Council. The composition of each Council will consist of nine members, as follows: three members from governmental jurisdictions (it is recommended that where possible, one member from State Government, County Government, and a Local Government entity be represented on the Regional Council), and six at-large members.

The Regional Council officers shall be a Chair, Vice Chair, and Secretary. The Chair may only be chosen from members who serve in a governmental position within the region boundaries.

The right to hold office and to be elected to the Board of Governors and Regional Councils is reserved for members who are current in the payment of Association membership dues.

The term of office will be one year for all Board and Council positions.

(a)   The President, President Elect, and Vice President of the Board, and the Regional Council Chairs whose employment affiliation changes from the public to the private sector during their term of office, may not continue in such official capacity for the remainder of their term.

(b)   Any other officers, Board or Regional Council Members whose employment affiliation changes and whose residency and/or place of business remains within New York State during their term of office may continue in such official capacity for the remainder of their term.

(c)   In the event of a vacancy on the Board or on a Regional Council, the nominating committee in effect at the last Annual Meeting of the Association shall submit a qualified nominee to the Board. Upon approval of a majority of the Board, the nominee shall hold office for the remainder of the term of the vacated member.

GOVERNING BODY: POWER AND DUTIES

(a)   The Board will be responsible for all the property, business and affairs of the Association. The Board will be responsible for establishing the Association’s Mission Statement and Strategic Plan, for adopting an annual budget and setting annual membership dues, for the selection plan of an Executive Director and for all policy positions taken by the Association. The President is the Chair of the Board and will preside over all meetings.

(b)   The Executive Committee will be responsible for managing the business and affairs of the Association in between Board meetings and shall be responsible to see that the Strategic Plan, policy positions, and any other directives established or adopted by the Board are being implemented on a timely basis. This includes establishing the specific goals to be accomplished annually under each strategy in the Strategic Plan and establishing a compensation plan for all employees.

(a) The order of business at meetings of the Association shall be such as may be prescribed by the agenda. "Roberts Rules of Order" and applicable provisions of the New York State Not-for-Profit Corporation Law shall govern all meetings of the Association, any committees thereof, and each Regional Council.

(b) Any one or more members of the Board or any committee thereof, or any Regional Council may participate in a meeting of such, respectively, by means of telephone conference call or other similar communication(s) 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 such meeting.

GOVERNING BODY: OFFICER'S RESPONSIBILITIES

(a) The President shall preside at all meetings of the Association; shall appoint all committees, including the Chair(s) thereof, shall be an ex-officio member of the Regional Councils and all committees, shall be charged with the general administrative oversight of all the affairs of the Association, provide direction to the Executive Director, subject to the provisions of these By-Laws, and all such policies and other directions provided by the Board.

(b) The President shall appoint members to the Audit Committee.  The Audit Committee will be composed of three members in good standing except that neither any member of the Executive Committee, nor staff members, nor any member with a financial interest in any entity doing business with the Association may serve on the Audit Committee.  Each member will serve a three-year term on a staggered basis.  For the initial Committee one member will servce one year, one member will serve two years, and one member will serve three years as determined by the President.

At least one committee member must be a practicing accountant familiar with not for profit and/or governmental financial statement audits.  Two of the three members (including the Chair) must be members of the Board of Governors.  The third member may be chosen from the Board of Governors or the general membership.  The President shall designate one member as the Chair of the Committee.

The duties of the Audit Committee shall include: (1) the development of a request for proposal (RFP) for audit services, (2) review of proposals received from audit firms in response to the RFP, (3) selection of the audit firm, (4) the negotiation of compensation to the audit firm on behalf of the Board, (5) conferring with the audit firm to satisfy the committee members that the financial affairs of the Association are in order, (6) the review and determination whether or not to approve the audited financial statements, (7) presentation of the audited financial statements and other required reports to the Board for acceptance, (8) approval of the performance of any non-audit services to be provided by the audit firm, and (9) the ongoing review of the risk assessment and internal controls system.

The President Elect shall perform the duties of the President during the latter’s absence; shall be an ex-offico member of the Regional Councils and all committees, shall be the Chair of the Budget and Finance Committee. The Budget and Finance Committee will be composed of the President Elect, Treasurer, Executive Director, and two Board members who are not an officer, Regional Chair or chair of a committee, as appointed by the President, and such other members, if any, as appointed by the President. The responsibility of the Committee will be to review the budget prepared by the Executive Director and to recommend approval or changes thereto to the Board. The President Elect shall perform such other duties as may be required by the Board.

The Vice President shall chair the Program Development Committee, which shall consist of a designated member from each Regional Council and such other members of the Association as selected. The Vice President with the assistance of the Program Development Committee shall be responsible for the development of the program and format of the Annual Conference, and provide oversight of the Association’s staff’s implementation of the program and format. The Vice President shall perform such other duties as may be required by the Board.

The Secretary shall keep the minutes and records of all business meetings of the Board and Executive Committee, and for the annual meetings of the Association, and shall conduct the correspondence thereof as directed by the Board.

(a)   The Treasurer shall be responsible to oversee the management of all monies of the Association, including the receipt, investment, and disbursement of all monies and the preparation of all necessary financial statements, tax returns or other business forms required to be filed with governmental authorities in accordance with the direction of the Board. 

(b)   The Treasurer shall be the liaison with the external independent accounting firm selected by the Board to conduct an audit of the Association's Annual Financial Statements.  Such financial statements shall be prepared in accordance with generally accepted accounting standards and shall be audited in accordance with generallly accepted auditing standards.

(c) The Treasurer shall provide to the Board a monthly report on the financial condition of the Association.

(d) The Treasurer shall perform other such duties of the office as may be directed by the Board.

(a)   Regional Council Chairs, through the help of their Councils and the Association staff, are responsible to develop educational opportunities within their respective regions. The use of Association Guidelines for educational development should be followed.

(b)   The Regional Council Chairs shall make recommendations to the Nominating Committee of individuals to serve as Council and Board Members.

EXECUTIVE DIRECTOR RESPONSIBILITIES

(a)   It shall be the duty of the Executive Director, under the direction of Board, Executive Committee, and the President to manage the daily affairs of the Association to ensure that all goals set forth under the strategies in the Strategic Plan are implemented. This includes providing staff support to the Board, the Regional Councils, and all committees in arranging the time and place for all meetings thereof, developing agendas, and carrying out the directions set forth by each.

(b) The Executive Director shall be responsible for the employment and oversight of staff as provided for in the annual budget.

 (c) The Executive Director shall be responsible for the preparation of an annual budget, the timely issuance of all invoices for revenues, and the approval of all expenditures for goods and services, travel, and other expenditures as provided for in the annual budget.

(d) The Executive Director shall be responsible for the receipt and disbursement of the funds of the Association and the preparation and maintenance of all accounting records, financial statements, and all other necessary reports, tax returns, and forms required to be filed with governmental authorities as directed by the Board.

(e)   The Executive Director shall perform all other duties as necessary to protect, advance and ensure that the goals of the Association are being addressed.

MEETINGS

A business meeting of the Association shall be held one or more times a year, the dates and places to be determined by the Board. The members shall be notified at least four weeks in advance of the date and place of such meetings.

QUORUM

(a)   Eleven Board members shall constitute a quorum at Board meetings of the Association.

(b)   A minimum of 100 members shall constitute a quorum to do business at an Association meeting.

ASSOCIATION MEMBERSHIP DUES

The Board shall establish membership dues. Dues cover the period from January 1 – December 31 of each year and will be due and payable January 1 of each year.

ELECTIONS

(a)   The President of the Association shall appoint a Nominating Committee of five Board members consisting of the immediate two past Presidents, the President Elect, and two current Board Members who are not an officer, Regional Chair or chair of a committee. The most immediate past President shall act as chair of the committee.

(b)   In recommending At-Large nominations for the Board, the Committee shall consider candidates from diverse backgrounds, such as public accounting firms, legal or consulting firms, banking or investment institutions, and universities. In recommending membership on Regional Councils the Committee shall request nominations from the current Regional Chairs.

(c)   The Nominating Committee shall review the performance and contribution of any present Board and Council members, and the qualifications of any new nominees prior to consideration of their nomination.

(d)   The Committee shall submit nominees for the Association’s Board, Officers, and the Regional Councils at the Annual Meeting of the Association. Additional nominations for any Association office may be made by members at that meeting.

(a)   The election of all Board Members shall take place at the Annual Business Meeting of the Association by a majority of votes cast by the Association members that are present and in good standing.

(b)   The election of all Regional Council members shall take place at the Annual Business Meeting of the Association, by a majority of votes cast by respective Regional members that are present and in good standing.

Newly elected officers of the Association and the Regions shall assume office at the close of the Annual Business Meeting.

DISTRIBUTIONS

(a)   No part of the net earnings of the Association shall inure to the benefit of, or be distributed to its members, Board of Governors, officers, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article 11 - Section 2 hereof. No substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Association shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.

(b)   Notwithstanding any other provision of these articles, this Association shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future Federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future Federal tax code.

DISSOLUTION

Upon the dissolution or the Association, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future Federal tax code, or shall be distributed to the Federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the Supreme Court of the county in which the principal office of the Association is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

AMENDMENTS

(a)   A committee of Board Members appointed by the President shall review these By-Laws periodically, but not less than every two years. The Committee may provide proposed amendments for consideration to the Board for approval.

(b)   Board proposed amendments shall be distributed to all members at least four weeks before the Annual Business Meeting of the Association.

(c)   These By-Laws may be amended at any regular or special business meeting of the Association by a two-thirds vote of the membership present.

Adopted at formation of meeting of the New York State Government Finance Officers' Association held December 5, 1978 in Albany, New York; and amended at subsequent annual meetings held March 13, 1979, March 12, 1981, April 1, 1982, March 22, 1984, March 23, 1989, March 22, 1990, March 21, 1991, March 19, 1992, March 25, 1993, March 23, 1995, March 19, 1998, March 20, 2003, March 29, 2007, April 3, 2008, April 2, 2009.