APTNE Bylaws 

Adopted 8/8/2003; Revised 3/4/06 (AGM); Approved 12/3/10 meeting; Revised 2014. Approved 9/2014 meeting.

Article I - Introduction

  1. Purpose: The organization will be the local chapter of the Association for Preservation Technology International in the northeast, serving interested persons in New York State, northeastern New Jersey and New England. The organization is a 501(c)3 corporation chartered in the State of New York. It is authorized by Article 12 of the APT International bylaws, and will further the aims of that organization in its geographic area.
  2. Name: The Corporation will be known as APT Northeast Chapter.

Article II – Membership

  1. Membership is open to any person interested in preservation technology and in furthering the aims of APT International. Membership in good standing shall be dependent upon the payment of annual dues. The classes of membership shall be:
    1. Individual Member: a real person with an interest in preservation technology.
    2. Corporate Member: a corporation, business, not-for-profit, educational institution or other organization which will further the aims of the organization. Corporate members will be accepted for membership after review by and a majority vote of the Board. Corporate members shall be represented by one person who shall have all the rights of an individual member. The representative of a corporate member shall not be eligible to simultaneously be an individual member
    3. Student Member: a person enrolled half-time or more in accredited preservation program, a college degree program or a trade union apprenticeship program. Student members shall have all rights and privileges of individual members.
  1. Term of Membership: The term of all memberships shall begin immediately before the Annual Meeting of the year in which dues are paid.
  2. Dues: The Board shall determine the annual dues for each class of membership. The annual cycle for dues begins immediately before the Annual General Meeting.
  3. Resignation: A member may resign from membership by sending written notification to the President of the corporation. Any dues paid shall be forfeited.
  4. Removal: The Board of Directors can vote to remove any member for cause, at a meeting of the Board. The member shall be provided with written notice at least thirty (30) days prior to the meeting. A vote of two-thirds (2/3) of the Directors present at the meeting shall be required to remove a member.

Article III – The Board

  1. Duties: The affairs of the corporation shall be managed by the Board. The Board shall be composed of the Officers and the Directors.
  2. Membership of the Board: The Board shall consist of no more than twenty-one (21) members elected at the Annual General Meeting. The Board shall consist of fifteen (15) Directors elected at the Annual General Meeting and six (6) Officers elected prior to the Annual General Meeting.
  3. Qualifications: Any member in good standing shall be eligible for a position on the Board. Board members must remain members of the corporation in good standing.
  4. Meetings: The Board shall meet at least quarterly, in addition to the Annual General Meeting with the membership. The time and place of the Annual General Meeting shall be determined by the President, who shall provide fourteen (14) days notice to the Board.
    1. Special meetings may be called by three (3) Board members acting in concert. Such meetings shall take place no less than ten (10) days after the call for the meeting has been delivered to the Board.
    2. The President may call special meetings of the Board within twenty-four (24) hours for any purpose. 
    3. Meetings must be accessible to the entire Board and can take place in person, via telephone or by electronic means utilizing the Internet.
  1. One-half plus one of the total number of Board members shall constitute a quorum.
  2. Resignation: The President may resign by tendering a letter of resignation to the Secretary of the corporation. Other Board members may resign by tendering a written letter of resignation to the President. Such resignations shall be effective immediately.
  3. Removal: The Board, at its discretion, can remove any Board member by a two-third (2/3) vote of the Board members present at a meeting. This can be a regular meeting, special meeting or the Annual General Meeting.
  4. Vacancies: Should the number of Board members be reduced for whatever reason, the President, working with the Nominating Committee, can appoint a member of the organization to serve on the Board until the next Annual General Meeting. The Board need not act to fill vacancies before the Annual General Meeting unless the number of Board members falls below fifteen (15).
  5. Attendance: Board members are required to attend at least 50% of all Board meetings held between the Annual General Meetings. Lack of attendance can be grounds for dismissal from the Board.
  6. Term Limits. Directors shall serve up to two (2), 3-year terms, or other term(s) as determined by the Nominating Committee or by a two-thirds (2/3) vote of the Board. In no instance shall a Board Member serve more than 12-years, including any years spent in as an Officer, prior to rotating off the Board and becoming an eligible candidate for a new term.

Article IV - Officers

  1. The corporation shall have the following officers:
    1. President.
    2. Vice President.
    3. Secretary.
    4. Treasurer.
    5. Immediate Past President, unless this person resigned or was removed by the Board.
    6. Immediate Past Treasurer, unless this person resigned or was removed by the Board.
  1. The Officers shall be elected by the Board at or before the Annual General Meeting for a term of one (1) year that begins at the beginning of each year’s Annual General Meeting and continues until the beginning of the next Annual General Meeting. The maximum number of years an Officer can serve on the Board in any and all capacities is four (4) years, with the exception of the Past President and Past Treasurer. Should any office become vacant, it shall be filled by a member of the Board by a majority vote of the Board.
  2. The President: The President shall be the Chief Executive Officer of the corporation. The President shall call and preside at all meetings. The President’s powers shall include:
    1. Vote only to decide tie votes.
    2. Appoint the Committee chairs, with the approval of the Board.
    3. Serve as an ex-officio member of all committees, except the Nominating Committee.
  1. The Vice President: The Vice President shall perform the duties and exercise the powers of the President in the President’s absence or disability; and shall have other powers and duties as prescribed by the Board.
  2. The Secretary: The Secretary shall keep the minutes of the Board’s meetings, and publish same for the use of the membership. The Secretary shall file all necessary reports required by corporate status. 
  3. The Treasurer: The Treasurer shall maintain the financial records of the corporation, and collect and disburse funds as authorized by the Board.
  4. The Past President. The term of Board membership of the Past President shall be automatically extended one year, if necessary, to allow the Past President to remain on the Board.
  5. The Past Treasurer. The term of Board membership of the Past Treasurer shall be automatically extended one year, if necessary, to allow the Past Treasurer to remain on the Board

Article V - Committees

  1. The Organization shall have the following standing committees:
    1. Executive Committee.
    2. Nominating Committee.
    3. Membership Committee.
    4. Programming Committee.
  1. The Executive Committee shall consist of the officers of the corporation. It shall be empowered to act for the corporation between regular meetings of the Board.
  2. Minutes of all meetings of the Executive Committee, whether held in person, by telephone, or by other electronic means, including any decisions made and actions taken, shall be forwarded to the members of the Board within forty-eight (48) hours of the meeting.
  3. The Nominating Committee shall be responsible for elections of Board members and Officers, and shall advise the President and Board of matters relevant to the operation and procedures of the Nominating Committee. The Nominating Committee shall provide the Board with a slate of candidates representing an equitable distribution of geographic areas, membership disciplines and related target groups; and shall maintain and develop a list of potential Board candidates based on above-noted criteria and potential for future leadership. Decisions of the Nominating Committee with regard to all elections shall be final.
  4. The Membership Committee shall maintain the list of members, answer inquiries regarding membership, vet applications for corporate members and organize membership drives as directed by the Board.
  5. The Programming Committee shall organize events to advance the purposes of the corporation, and coordinate the work of Ad Hoc committees doing the same. It shall be responsible for public outreach and education, professional programs and the coordination of continuing education program for the organization.
  6. The Board may form any number of Ad-Hoc Committees to advance the purpose of the corporation. A member of the Board shall sit on each ad hoc committee and serve as the liaison between the committee and the Board.

Article VI – Annual General Meeting and Special Meetings of the Corporation

  1. The Annual General Meeting shall be held each year on a date fixed by the Board. Notice of the time, place and agenda of the Annual General Meeting shall be given by the Secretary to all members. Such notice shall be given at least thirty (30) days prior to the meeting date.
  2. The Annual General Meeting shall be held for the purpose of receiving annual reports from the Officers and Committees, the transaction of such business appropriate to the meeting as proposed by the Board, and for such programs as may be authorized. 
  3. Special meetings may be called by Resolution of the Board or by the President. The meeting must be held within thirty (30) days from the day the President receives the Resolution or request. Notice of the time, place and purpose of the Special meeting shall be given at least fourteen (14) days prior to the date assigned for the meeting.
  4. Members shall have the right to attend or to participate in all business to be conducted.
  5. Each member entitled to vote at a meeting may authorize, in writing, another member to act for him/her by proxy.
  6. The President shall preside over all meetings. In the absence of the President, meetings shall be held as herein described in these By-Laws.
  7. The Board shall cause an Annual Report to be prepared with respect to the activities of the corporation for presentation to the membership. A year-end Summary of the financial status of the corporation shall be included in the Annual Report.

Article VII - Nominations

  1. At the Annual General Meeting or at the next regular meeting of the Board of Directors, the President shall appoint members of the Board and the membership to fill vacancies on the Nominating Committee. The Nominating Committee shall be composed of five members; three (3) at large members shall be from the membership and two (2) members from the Board, one (1) of whom shall serve as the Chairperson. The Chairperson shall be appointed for a one (1) year term; other members shall be appointed to serve two (2) year terms which shall be staggered.
  2. Nominations to the Board of Directors.
    1. The Nominating Committee shall prepare the slate of candidates for election to be held at the Annual General Meeting. Each candidate must present a petition signed by at least one (1) member of the Board of Directors, delivered to the Chair of the Nominating Committee not less than thirty (30) days prior to the Annual General Meeting.
    2. The Nominating Committee shall coordinate elections with the assistance of the Secretary. Ballots and proxies for voting on the slate of candidates shall be circulated to the membership at least twenty (20) days prior to the Annual General Meeting.
    3. The Nominating Committee shall present the slate of candidates for the Board of Directors to the membership for election at the Annual General Meeting. Executed ballots and proxies may be received by the Chair of the Nominating Committee no later than one (1) hour prior to the date and time of the Annual General Meeting.
    4. To maintain balanced and populated board as needed, the Nominating Committee may:
      1. Assign newly-elected Director(s) to two (2) year terms, which shall be considered to be a full term. Three (3) year terms are to be reserved for those candidates receiving the highest number of votes at the election.
      2. Prepare recommendation(s) to President of candidate(s) for appointment should mid-term vacancies arise. Priority shall be given to unsuccessful candidates from previous election according to number of votes received.
      3. Take into account term limits as established herein to ensure that no more than one-third (1/3) of the Board is replaced each year. 
  1. Nomination of Officers. The Nominating Committee shall coordinate the election of Officers, to be held a minimum of one (1) month prior to Annual General Meeting

Article VIII– Awards

  1. The Board of Directors shall establish Awards as it deems appropriate.

Article IX– Amendment to the By-Laws

  1. The Board of Directors is authorized and empowered to adopt, repeal and amend the By-Laws of APT Northeast, Inc. as set forth herein. To become effective, the proposed amendment(s) must be:
    1. Accepted by the Board of Directors.
    2. Circulated to the membership for comment for thirty (30) days from the date of distribution or until the next Annual General Meeting, whichever comes first.
    3. Approved by majority vote of the Board of Directors at the close of the comment period as herein described.

Article X - Parliamentary Authority

  1. The rules as contained in Robert’s Rules of Order Revised shall govern the corporation in all cases in which they are applicable and to which they are not inconsistent with the Articles of Incorporation or these By-Laws.
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