Constitution and By-Laws

Article 1: NAME
The name of the organization shall be the Capital Area Archivists of New York.

Article 2: DEFINITIONS
As used in these by-laws, unless the context otherwise requires, the term:

2.1 "Corporation" means the Capital Area Archivists of New York.

2.2 "By-Laws" means the constitution and by-laws of the Corporation, as may be amended from time to time.

2.3 "Certificate of Incorporations" means the initial certificate of incorporation of the corporation, as amended, supplemented or restates from time to time.

2.4 "Board of Directors" means the Officers and Directors of the Corporation.

2.5 "Officers" shall mean the President, Vice-President, Secretary, and Treasurer of the Corporation.

2.6 "Directors" means the members at large of the Board of Directors.

2.7 "Board Member" means Officer or Director of the Board of Directors.

2.8 "Member" means member of the Corporation.

2.9 "President" means the person elected or appointed as president and chief executive officer of the Corporation.

2.10 "Vice-President" means the vice-president of the Corporation.

2.11 "Secretary" means the secretary of the Corporation.

2.12 "Treasurer" means the treasurer of the Corporation.

2.13 "Majority" means a simple majority.

Article 3: PURPOSE
The purpose of the Corporation shall be to support the education of, and provide for professional discourse between, members of the archival profession and users and supporters of archives residing in and around New York's Capital Area by

(a) Educating members and other interested parties in the techniques, standards, and ethics of the archival profession;

(b) Increasing public awareness of the value and uses of historical records;

(c) Fostering cooperation and the exchange of knowledge and skills among persons and institutions interested in the management, preservation, and use of archives and manuscripts;

(d) Stimulating interested organizations and individuals to preserve, use, and make available documentary resources.

Article 4: MEMBERSHIP
4.1 Membership. Membership in the Corporation shall be open to any individual, organization, or corporation supporting the purposes of the organization and having an interest in archives, manuscripts, or historical collections, especially those of institutions and agencies in and around New York's Capital Area.

4.2 Individual Membership. Individual Members shall be eligible to vote, hold office, and attend meetings of the Corporation.

4.3 Dues. Membership dues will be determined from time to time by the Board.

4.4 Membership Standing. Members shall maintain their membership in good standing so long as their annual dues have been paid to the Corporation.

Article 5: MEETINGS
5.1 Meetings of Members. The Corporation shall meet at least three times in each calendar year, and one of these meetings shall be designated the Annual Meeting.

5.2 Quorum. A quorum for the purposes of transacting business shall consist of a majority of the Members present and voting.

5.3 Calling Meetings. The President or two or more other members of the Board shall call meetings of the Corporation. Members in good standing shall be notified by mail of every meeting at least two weeks prior to the meeting.

Article 6: BOARD OF DIRECTORS

6.1 General. The Board of Directors shall consist of the Officers (the President, the Vice-President, the Secretary, and the Treasurer) and at least four members of the Corporation elected at large.

6.2 General Powers. The Board shall plan and oversee the Corporation's activities. In addition to specific powers delineated in the By-Laws, the Board may adopt other rules and regulations for the conduct of its meetings and the management of the Corporation. The Board may encumber and expend Corporation funds to support Corporation activities authorized by the By-Laws. Also, the Board may reimburse Members of the Corporation for reasonable expenses incurred in connection with service to the Corporation.

6.3 Qualifications. Each Board Member shall be at least twenty-one years of age and a Member of the Corporation in good standing.

6.4 Meetings of the Board. Meetings of the Board shall be held whenever called by the President or by two or more other members of the Board of Directors. Board Members shall be notified of every such meeting at least one week prior to the meeting. Meetings of the Board shall be open to any Member of the Corporation who wishes to attend as a non-voting participant.

6.5 Organization. The President shall chair all meetings of the Board. In the absence of the President and the Vice-President, the members of the Board present shall select an acting chairperson. The Secretary shall act as secretary at all meetings of the Board. In the absence of the Secretary, the President or the acting chairperson shall appoint any member of the Board to act as secretary of the meeting.

6.6 Quorum. A majority of the entire Board shall constitute a quorum for the transaction of business.

6.7 President. The President shall be the chief executive officer of the Corporation and shall preside at all meetings of the Corporation and the Board of Directors. The president shall also represent the Corporation to other agencies and institutions, shall appoint moderators and members of any standing or ad hoc committees, and shall perform other tasks as specified by the Board.

6.8 Vice-President. The Vice-President shall act in the absence or incapacity of the President; shall serve as a liaison to all committees of the Corporation; and shall perform other duties as specified by the Board.

6.9 Secretary. The Secretary shall record the proceedings of all meetings of the Corporation and shall keep the minutes in a proper fashion; shall ensure that all notices required to be given by the Corporation are duly given and served; shall have charge of the books, records and papers of the Corporation relating to its organization and management as a Corporation other than those assigned to other Officers by the By-Laws; shall ensure that the reports, statements, and other documents required by law are properly kept and filed; and shall perform other duties as specified by the Board.

6.10 Treasurer. The Treasurer shall be responsible for all funds, securities and notes of the Corporation; shall receive and give receipts for moneys due and payable to the Corporation; shall deposit all such moneys in the name of the Corporation in such banks or other depositories selected by the Board; with the approval of the Board, shall cause such funds to be disbursed by checks or drafts on the authorized depositories of the Corporation, and be responsible for the accuracy of the amounts of all moneys so disbursed; and shall perform other duties as specified by the Board.

6.11 Other Members of the Board. At least four additional Members of the Corporation shall serve on the Board of Directors or at-large members of the Board, whose duties shall be specified by consent of the Board.

6.12 Reporting to the Membership. The Board shall report yearly to the membership, including an accounting of funds received and disbursed.

Article 7: NOMINATIONS, ELECTIONS, RESIGNATIONS, ETC.
7.1 Nominations. The President shall appoint at least three Members of the Corporation to serve as the Nominating Committee, which shall prepare a slate of at least one nominee for each elective office to be filled.

7.2 Elections. Board Members shall be elected by a plurality of votes cast by Members in attendance at the Annual Meeting.

7.3 Terms of Office. Board Members shall be elected to serve for a period of two years.

7.4 Resignations. Any Board Member may resign at any time by written or spoken notice to the President or other Officer of the Corporation. Such resignation shall take effect at the time therein specified, and the acceptance of such resignation shall not be necessary to make the resignation effective.

7.5 Removals. Any Board Member may be removed from office for cause by a majority vote of the entire Board at any meeting of the Board or by a majority vote of the Members of the Corporation at any meeting of the Members of the Corporation.

7.6 Vacancies. In the event of the death, resignation, or incapacity of any Officer or Director, a vote by the Board shall fill the vacancy.

Article 8: COMMITTEES
The President may appoint standing committees or ad hoc committees with special assignments as needed. The Board shall determine the size, budgetary requirements and duration of the committees. Committees shall report to the Board at its stated meetings.

Article 9: CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
9.1 Execution of Contracts. The Board may authorize any Officer, Director, employee or agent, in the name and on behalf of the Corporation, to enter into and execute contracts for services and activities consistent with the purposes, powers, and responsibilities of the Corporation under the Certificate of Incorporation.

9.2 Loans. The Board, or any Officer, Director, employee, or agent acting under the specific authority of the Board, may effect loans and advances in the name of the Corporation from any bank or other institution or individual, and, for such loans and advances, may pledge and hypothecate or transfer any securities or other property of the Corporation as security for any such loans and advances. Such authority conferred by the Board may be general or confined to specific instances or otherwise limited.

9.3 Checks, Drafts, Etc. All checks, drafts, and other orders for the payment of money out of the funds of the Corporation and all notes or other evidences of indebtedness of the Corporation shall be signed on behalf of the Corporation in such manner as shall from time to time be determined by resolution of the Board.

9.4 Deposits. The funds of the Corporation not otherwise employed shall be deposited from time to time with such banks or other depositories as the Board may select or as may be selected by an Officer, Director, employee, or agent of the Corporation to whom such power may from time to time be delegated by the Board.

9.5 Grants.

(a) The making of grants and contributions and otherwise rendering financial assistance for the purposes of the Corporation expressed in the Certificate of Incorporation shall be within the exclusive power of the Board. In furtherance of the purposes of the Corporation, the Board shall have power to make grants in general support of the purpose of the Corporation to any organization operated exclusively for charitable or educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986, as the same may be from time to time amended. The Board shall require that such requests specify the use to which the funds will be put, and if the Board approves the request, shall authorize payment of such funds to the approved grantee. The Board shall require that the grantees furnish a periodic accounting to show that the funds were expended for the purposes which were approved by the Board.

(b) The Board may, in its absolute discretion, refuse to make any grants or contributions or otherwise render financial assistance to or for any or all purposes for which funds are requested.

(c) After the Board has approved a grant to another organization for a specific project or purpose, the Corporation may solicit funds for the grant to the specifically approved project or purpose of the other organization. At all times, however, the Board shall have the right to withdraw approval of the grant and use the funds for other charitable or educational purposes consistent with the Certificate of Incorporation.

9.6 Applications for Grants.

(a) The Board at its discretion may apply for grants from other organizations to carry out projects that fulfill the mission of the Corporation.

(b) The Corporation shall not, however, apply for any grants through the New York State Education Department during the term of any Board Member who is also a State Education Department employee.

Article 10: INDEMNIFICATION
10.1 The Corporation shall indemnify

(a) Any person made or threatened to be made a party to any action or proceeding by reasons of the facts such a person, or such person's testator or intestate, is or was an Officer, Director, employee, or agent of the Corporation under the authority of the By-Laws;

(b) Any officer, employee, or agent of the Corporation who served any other corporation, joint venture, or association of any type in any capacity at the request of the Board as authorized by these By-Laws, in the manner and to the maximum extent permitted under the Not-For-Profit Law of New York, as amended from time to time.

10.2 The Corporation may, at the discretion of the Board, purchase and maintain insurance pursuant to indemnification as described in Article 10, Section 1, and indemnify all other corporate personnel to the extent permitted by law.

Article 11: FISCAL YEAR
The fiscal year of the Corporation shall be determined, and may be changed, by resolution of the Board.

Article 12: AMENDMENTS
These By-Laws may be amended by the affirmative vote of a majority of the Members of the Corporation at any meeting of the Members duly called and held in accordance with these By-Laws.

Article 13: DISSOLUTION OF THE CORPORATION
13.1 Dissolution of the Corporation shall be accomplished by a two-thirds vote of the membership.

13.2 In the event of the dissolution of the Corporation, any 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.

13.3 In the event of the dissolution of the Corporation, no dividends or other distribution of any of the property of the Corporation shall be made to any Member, Officer, Director, employee, or agent thereof or any other person having a personal and private interest in the activities of the Corporation, but all such property and assets shall be applied to accomplish the general purposes for which the Corporation is organized, subject to the approval of a Justice of the Supreme Court of the State of New York.

13.4 In the event of the dissolution of the Corporation, the records and papers of the Corporation shall be given over to an archival repository determined by a plurality vote of the Board.

As amended 17 February 1994