Constitution / ByLaws

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Business Teachers Association of New York State

CONSTITUTION

ARTICLE I

Name

The name of this association shall be the Business Teachers Association of New York State.

ARTICLE I l

Objectives

The objectives of this association shall be:

To stimulate professional growth.
To protect the interests of business and marketing educators in New York State.
To provide an opportunity for consultation and study of mutual problems.
To provide an opportunity for discussion and study of common interests of New York State business and marketing teachers.
To provide an organization to bring in specialists in various fields to acquaint the association with the newest trends in business and marketing education.
To provide a medium for the development of a public relations program in business and marketing education.
To promote and foster social contacts among those interested in business and marketing education.

ARTICLE I l l

Membership

Anyone interested in fostering business and marketing education and promoting the objectives as stated in Article Il may be eligible for membership.

ARTICLE IV

Amendments

This constitution may be amended at any regular, special, or virtual meeting of the association by a two-thirds (2/3) vote of members present providing the amendment to be voted upon is sent (includes electronic mail) to each member of record at least thirty (30) days prior to the date of such meeting.

ARTICLE V

Dissolution

Upon dissolution, all the assets of the association shall be turned over to such nonprofit organization qualifying as exempt from federal law under Section 501 (c)(3) of the Internal Revenue Code of 1954 or any successor provision thereto as the then executive board shall select in accordance with the bylaws.

BYLAWS

ARTICLE I

Dues

Section 1:

Section 2:

Section 1:

Section 2:

Section 3:

Section 4:

Section 5:

Annual dues for all members except as provided for in Section 2 shall be set by the executive board.

Life memberships, without the requirement of dues payments, shall be for:

1. All past presidents

2. Recipients of the Clinton A. Reed Award and Lifetime Achievement Award

3. Any life members as of May 8, 1976

ARTICLE I l

Officers and Directors

The officers of this association shall be president, past president, president-elect, recording secretary and treasurer. The president-elect, recording secretary and treasurer shall be elected every two (2) years by a majority vote of the members present at the annual meeting for terms of two (2) years or until his or her successor is elected and qualified.

The president-elect shall become the president after the term of the' president is over. In case of circumstances which prevent the president-elect from assuming the presidency, the president shall be elected from among those members who have served on the executive board at least one (1) year during the last five (5) years.

The president, past president, president-elect, recording secretary, and treasurer shall commence office on January 1 st of the year following the year of their election.

The offices of president, past president and president-elect shall be limited to one (1) term. The offices of recording secretary and treasurer shall be limited to three (3) terms.

Each nominee for an office must be a current BTANYS member. A nominee for the office of president-elect shall have served at least one (1 ) year on the executive board.

Section 6:	The immediate past president shall automatically become a member of the BTANYS executive board for two (2) years

Section 7:	There shall be ten (10) regional directors, one (1) representing each of the regions identified below: Long Island: Nassau, Suffolk New York City: Bronx, Kings, New York, Queens, Richmond Hudson: Dutchess, Orange, Putnam, Rockland, Sullivan, Ulster, Westchester Capital: Albany, Columbia, Greene, Rensselaer, Saratoga, Schenectady, Warren, Washington North Country: Franklin, Clinton, Essex, St. Lawrence, Jefferson, Lewis Central: Fulton, Hamilton, Herkimer, Montgomery, Oneida, Schoharie Syracuse: Cayuga, Cortland, Madison, Onondaga, Oswego Southern Tier: Otsego, Delaware, Chenango, Broome, Schuyler, Steuben, Chemung, Tioga, Tompkins Rochester: Genesee, Livingston, Monroe, Ontario, Orleans, Seneca, Wayne, Wyoming, Yates Buffalo: Cattaraugus, Chautauqua, Erie, Niagara, Allegany Following the schedule outlined in Section 13, the regional directors shall be elected by a majority vote of those members from such region present at the annual meeting.
Section 8:	There shall be seven (7) special directors and three (3) special chairs (chairs are non-voting): Director of Legislation and Educational Policies Director of Membership Director of Public Relations and Communications Director of Collegiate Business & Marketing Teacher Education Director of Facilities Planning ‚Äî Job Description as provided by Executive Board Director of Communications-Web Site Director of Curriculum Planning Conference Exhibitors and Historian Chair ‚Äî Job Description as provided by Executive Board Awards Chair ‚Äî Job Description as provided by Executive Board Business Marketing Honor Society Chair ‚Äî Job Description as provided by Executive Board Following the schedule outlined in Section 13, the special directors (except Director of Facilities Planning) shall be elected by a majority vote of all members present at the annual meeting. Chairs and the Director of Facilities Planning shall be appointed as outlined in Section 13.
Section 9:	Each regional director and special director shall assume duties on January 1 for a term of three (3)

years until his or her successor is elected and qualified except as outlined in Section 13. Each directorship shall be limited to two (2) elected terms.

10:

Section 11:

Section 12:

Section 13:

A regional or special director nominee shall be a BTANYS member. A regional director nominee shall reside and/or work in the region to be represented and be certified and/or employed in business education. Upon retirement, a regional director shall retire from their BTANYS position as of December 31 .

Any director presently on the executive board who runs for a position of an officer shall automatically resign the directorship effective December 31 of that year.

In addition to representing a region, the regional director shall be given a functional responsibility by the president. It shall be the responsibility of the director to either perform that function or to delegate the functional responsibility to a qualified BTANYS member.

All directors shall be elected by the members for a three (3) year term or until his or her successor

is elected and qualified:

At the Annual 2014 Conference and each succeeding third year: Regional Directors -- Long Island, North Country, Syracuse, and Rochester; Director of Public Relations and Communications; and Director of Legislation.

At the Annual 2015 Conference and each succeeding third year: Regional Directors -- New York City, Southern Tier, and Buffalo; and Director of Membership.

Director of Curriculum Planning shall be elected each year. Each position does not have a term limit, but is renewable each year.

At the Annual 2013 Conference and each succeeding third year: Regional Directors -- Hudson, Capital, and Central; Director of Collegiate Business & Marketing Teacher Education; and Director of Communications-Web Site.

All officers shall be elected by the following schedule:

At the Annual 2014 Conference and at each succeeding second year: President, President-Elect, Recording Secretary and Treasurer.

All chairs and the Director of Facilities Planning shall be appointed by the President annually for a one year term.

ARTICLE I l l

Executive Board

Section 1:

Section 2:

Section 3:

Section 4:

Section 5:

Section 6:

Section 7:

Section 8:

The executive board shall consist of all officers, the regional directors, the special directors, special -chairs and immediate past president of the association.

Meetings of the executive board shall be called by the president or any three (3) members thereof.

Members of the executive board may attend meetings in person or by teleconference.

A majority of the members of the executive board shall constitute a quorum.

The executive board shall have general supervision of all routine matters. All policy making matters shall be referred to the membership for action with the recommendation of the executive board. In the case of any emergency during the interim between association meetings, the executive board shall have the power to act for the association.

The executive board shall provide for an annual audit of the treasurer's books, and a written report shall be submitted at the close of the fiscal year.

The nonattendance of any member of the executive board at any three (3) meetings at which we take attendance other than the conference may terminate, at the discretion of the board, the incumbency of that member. It will be the responsibility of the recording secretary to report such absences to the president.

In the event of vacancies among officers, regional directors and special directors; the president shall have the power to appoint and present to the executive board for its approval a BTANYS member to serve out the unexpired term.

Book publisher (i.e. EMC Publishing, Glencoe, Cengage, etc.) representatives are encouraged to

attend BTANYS Executive Board meetings in an ex officio capacity and abstain from voting. Representatives must be a current member of BTANYS.

ARTICLE IV

Nominations

Section 2:

Section 3:

Section 1:

Section 2:

Section 1:

The nonninating committee of the executive board shall consist of at least three (3) members of the association who shall be appointed by the president except for the chairperson of the nominating committee who shall be the immediate past president.

The past president assumes the chairperson of the nominating committee shall verify the membership status of each nominee and shall notify each nominee in writing of the position for which the member has been nominated.

The nominating committee shall submit to the executive board on the date requested by the president a proposed slate of officers and directors. The proposed slate shall be sent to members in good standing at least thirty (30) days prior to the annual meeting. Nominations may be made from the floor at the annual meeting.

ARTICLE V

Committees/Chairpersons

Committees/Chairpersons of the executive board shall be appointed, when needed, by the president with the approval of the executive board. Committee/Chairpersons appointees shall not have voting rights at any executive board meetings and shall not have the power to bind the Association.

It shall be the duty of the program committee, if established, to plan programs for all state membership meetings. The program committee shall consist of the president-elect, director of facilities planning, local arrangements chairperson and the president (ex-officio).

ARTICLE VI

Meetings

An annual meeting of members shall be held for the conducting of such business as may be

necessary. Written notice of meetings shall be provided to all members by mail or electronic mail not less than ten (10), nor more than fifty (50), days prior to the meeting. One-tenth (1/10) of all members in attendance is a quorum.

Section 3:

Section 4:

At least one (1) conference and membership meeting shall be held each year upon the same notice as set forth in Section 1, above.

The executive board of the association may call other meetings at its discretion.

Each member in good standing shall be entitled to one (1) vote in all regular and special meetings.

Members may attend meetings in person or by teleconference.

ARTICLE Vil

Amendments

These bylaws may be amended at any regular or special meeting of the association by a twothirds (2/3) vote of members present providing the amendment to be voted upon is submitted in writing (includes electronic mail) to each member of record at least thirty (30) days prior to the date of such meeting.

ARTICLE Vill

Section 1:

Section 2:

Purpose. The purpose of this conflict of interest policy is to protect the association's interest when it is contemplating entering into a Related Party Transaction, or other transaction or arrangement that might benefit the private interest of an officer, director, or Key Employee or might result in a possible excess benefit transaction. This policy supplements but does not replace any other applicable state and federal laws governing conflicts of interest applicable to the association.

Definitions.

Conflict of Interest Policy

"Interested Person": An Interested Person is any (i) Related Party or (ii) any director, officer, Key Employee or member of a committee with Executive Board-delegated powers, who has a direct or indirect Financial Interest, or who has any other interest or relationship that could reasonably be viewed as having the potential to affect his or her decision-making judgment.

"Financial Interest': A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

i) an ownership or investment interest in any entity with which the association has a transaction or arrangement;

a compensation arrangement with the association or with any entity or individual with which the association has a transaction or arrangement; or a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the association is negotiating a transaction or arrangement.

"Compensation" includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A "Conflict of Interest' shall exist (i) when an Interested Person has a Financial Interest in a proposed transaction, or (ii) with respect to all proposed Related Party Transactions.

"Deciding Body/' means the independent directors of the Executive Board or another committee of the Board comprised solely of independent directors.

A "Relative" of an individual means his or her (i) spouse, ancestors, brothers and sisters (whether whole or half-blood), children (whether natural or adopted), grandchildren, greatgrandchildren, and spouses of brothers, sisters, children, grandchildren, and great-grandchildren; or (ii) domestic partner as defined in Section 2994-a of the New York Public Health Law, or any successor statute.

"Related Patty' means (i) any director, officer or Key Employee of the association or any affiliate of the association; (ii) any Relative of any director, officer or Key Employee of the association or any affiliate of the association; or (iii) any entity in which an individual described in clauses (i) and (ii) has a thirty-five percent (35%) or greater ownership or beneficial interest or, in the case of a partnership or professional corporation, a direct or indirect ownership interest in excess of five percent (5%).

"Related Party Transaction" means any transaction, agreement or any other arrangement in which a Related Party has a Financial Interest and in which the association or any affiliate of the association is a participant.

"Key Employee" means any person who is in a position to exercise substantial influence over the affairs of the association, as referenced in the excess benefit transaction provisions of the Internal Revenue Code and related regulations.

Section 3:Procedures.

1. Duty to Disclose. In connection with any actual or possible Conflict of Interest, an Interested Person must disclose the existence of the financial or other interest and be given the opportunity to disclose all material facts to the Deciding Body.

2. Determining Whether a Conflict of Interest Exists. After disclosure of the interest and all material facts, and after any discussion with the Interested Person, he or she will leave the Deciding Body's meeting while the determination of a Conflict of Interest is discussed and voted upon. The remaining Deciding Body members will decide if a Conflict of Interest exists.

3. Procedures for Addressinq the Conflict of Interest. The Deciding Body will determine by a majority vote of the disinterested directors whether the transaction or arrangement is fa ir, reasonable and in the association's best interest. In conformity with the above determination it will make its decision as to whether to enter into the transaction or arrangement.

Section 3.

Section 4.

Section 5.

4. Additional Procedures for Addressinq a Conflict of Interest that is a Related Party Transaction. The association shall not enter into a Related Party Transaction unless the transaction is determined by the Deciding Body to be fair, reasonable and in the association's best interest at the time of such determination. Any director, officer or Key Employee who has an interest in a Related Party Transaction shall disclose in good faith to the Deciding Body the material facts concerning such interest. In addition, with respect to any Related Party Transaction in which a Related Patty has a substantial financial interest, the Deciding Body shall: (i) prior to entering into the transaction, consider alternative transactions to the extent available; (ii) approve the transaction by not less than a majority vote of the directors or committee members present at the meeting; and (iii) contemporaneously document in writing the basis for the Deciding Body's approval, including its consideration of any alternative transactions.

5. No Improper Attempts to Influence Vote. The Interested Person with the Conflict of Interest is prohibited from making any attempt to influence improperly the deliberation or voting on the matter giving rise to the Conflict of Interest.

Violations of the Conflicts of Interest Policy. If the Deciding Body has reasonable cause to believe that an individual has failed to disclose actual or possible Conflicts of Interest, it will inform the individual of the basis for such belief and afford the individual an opportunity to explain the alleged failure to disclose. If, after hearing the individual's response and after making further investigation as warranted by the circumstances, the Deciding Body determines the individual has failed to disclose an actual or possible Conflict of Interest, it will take appropriate disciplinary and corrective action.

Records of Proceedings. The minutes of the Deciding Body's meeting will contain the names of persons who disclosed or otherwise were found to have a Financial Interest in connection with an actual or possible Conflict of Interest, the nature of the Financial Interest, any action taken to determine whether a conflict of interest was present, the Deciding Body's decision as to whether a Conflict of Interest in fact existed, the names of persons who were present for discussions, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Compensation. Any person (or family member of such person) who receives compensation or

other payment, directly or indirectly, from the association is precluded from voting on matters pertaining to his or her compensation or other payment. Directors who receive compensation, directly or indirectly, from the association may provide information to the Deciding Body regarding compensation.

Section 6. Initial and Annual Statements. Each director shall initially (prior to his or her initial election) and annually thereafter complete, sign and submit to the Secretary of the association a written statement identifying, to the best of his or her knowledge, any entity of which such director is an officer, director, trustee, member, owner (either as a sole proprietor or a partner), or employee and with which the association has a relationship, and any transaction in which the association is a participant and in which the director might have a Conflict of Interest. The Secretary of the association shall provide a copy of all completed statements to the Chair of the Deciding Body.