By-Laws of NECUSA
NORTHEAST COLLEGES & UNIVERSITIES
SECURITY ASSOCATION, INC.
ARTICLE I – OFFICES
The principal office of the Corporation shall be in the Village of Old Westbury, County of Nassau, State of New York.
The Corporation may also have offices at such other places within or without this State as the Board may from time to time determine or the business of the Corporation may require.
ARTICLE II – PURPOSES
The purpose for which this Corporation has been organized are as follows:
(A) To promote interest in the proper administration, operation and development of college and university security/law enforcement organizations, AND
(B) To communicate and disseminate information concerning said administration, operation and development of college and university security/law enforcement organizations.
ARTICLE III – MEMBERSHIP
1. QUALIFICATION FOR MEMBERSHIP
Active Voting Member (Amended 6/93, 6/2015)
Any eligible institution in good standing as a member may delegate one person to represent the institution at the annual meeting and any other special meeting which may be called and may designate one or more associate members who must be employed by the institution and be directly connected with security matters.
One representative of the member institution must be in a supervisory or administrative role in the campus public safety department.
Any institution of higher learning, which offers a degree requiring not less than two (2) years of academic credit, shall be eligible for membership.
Any institution, as defined above, even though a branch of a parent institution, shall be entitled to one voting member.
Institutions shall not be eligible for membership when their routine police or security program is performed by a protective company or corporation employed by the institution under any type of contract or agreement, except where the head of the security force is an employee of the institution.
After twelve months of nonpayment of dues of any institution, that institution will be suspended from receiving any publications and will be dropped from NECUSA’s roster. The Treasurer will present at the annual meeting cause for expulsion from membership.
That institution may be reinstated upon re-application for membership so long as it meets the Qualifications for Membership as listed in Article III, Section 1.
Associate Member (Amended 6/83)
Associate membership may be made available to any employee of member institutions provided such member nominee is certified by the institutional member as serving in the capacity of law enforcement or security/safety programs. Associate members will be approved for membership by the Membership Committee and Board.
They will not be eligible to vote in the Association but will be entitled to enjoy other privileges extended to the membership.
They will pay annual dues as prescribed in this Article.
Sustaining Members (Amended 6/83)
Any individual or commercial firm may be invited, because of business or community interest, to become a member of the Association in this capacity. Invitations may be extended by any member of the Association provided those recommended demonstrate a desire to support the Association and share in its concerns and objectives. All recommendations for sustaining memberships must be approved by the Membership Committee and Board.
Sustaining members will not be eligible to vote in the Association but will be entitled to enjoy other privileges extended to the membership.
They will pay the annual dues prescribed by this Article.
Life Member (Amended 6/83, 6/93, 6/2003. 6/2015)
Members, prior members and those members leaving the profession in good standing, with 10 years of membership or 5years of membership 3 of those serving on the board, who have worked diligently for the success of the Association and who are retiring or have retired from the position which qualified them for membership, may be recommended for life membership. Candidates must be approved by the Membership Committee and the Board. Life members will not be required to pay dues and shall have voting rights within the Association. Their affiliation with the Association will be properly identified in all printed membership rosters and records of the Association.
Any person having served as President of NECUSA will automatically become a permanent life member upon their retiring or leaving the position which qualified them for membership.
With the exception of Past Presidents who have already attained and been granted life membership, should a life member reenter employment to a position that would ordinarily make them eligible for membership, that person will revert to the appropriate membership status and pay the appropriate membership dues. A Past President granted life membership cannot serve as an institutional representative. If he/she chooses to serve as the institutional representative, he/she can elect to return to that membership status and must re-apply for life membership as stipulated above.
Affiliate Member (Amended 6/93 and 6/94)
Affiliate membership will be made available to NECUSA members resigning from college and university security fields to pursue other interests but who would like to stay in touch with NECUSA.
This membership category will also be open to law enforcement and security personnel who have a special interest in NECUSA.
Membership fees will be the same as those set for an associate member. Affiliate members will not be eligible to vote in the Association, but will be entitled to enjoy other privileges extended to the membership.
Honorary Member (Amended 6/2003)
Any individual(s), who have/has worked diligently for the success of the Association or advances in campus law enforcement, may be recommended for honorary membership. Candidates must be approved by the Membership Committee and the Board. Honorary members will not be required to pay dues and shall not have voting rights within the Association. Their affiliation with the Association will be properly identified in all printed membership rosters and record of the Association.
2. MEMBERSHIP MEETINGS (Amended 6/2000, 6/2003)
The annual membership meeting of the Corporation shall be held in June each year. The Secretary, via the annual conference announcement, shall cause to be mailed to each member in good standing at the address as it appears on the membership roll book of the Corporation a notice stating the time and place of the annual meeting.
Regular meetings of the Corporation shall be held once a year at a time and place designated by the Board of Directors. Such meeting may be held in a place located within the geographical boundaries of the United States of America.
At the annual meeting, the conference registration fees and all related costs shall be prepaid by a date specified by the Conference Committee (6/2000). The fees and receipt deadline date shall be published in The Clipboard and the annual meeting notices. Requests for any refunds after the above mentioned deadline date shall not be honored or considered.
The voting members of the institutions registered at the conference and present at the business meeting shall constitute a quorum (6/2000). A quorum as hereinbefore set forth shall be required at any adjourned meeting.
A membership roll showing the list of members as of the record date, certified by the Secretary of the Corporation, shall be produced at any meeting of the members upon the request thereof of any member who has given written notice to the Corporation that such request will be made at least ten (10) days prior to such meeting. The institutional member representative, appearing on such membership roll, shall be entitled to vote at the meeting. No institution shall have more than one vote.
Should a regular member be unable to attend the annual business meeting, an associate member designate, in good standing, will be permitted to vote in his/her absence.
3. SPECIAL MEETINGS
Special meetings of the Corporation may be called by the Directors. The Secretary shall cause a notice of such meeting to be mailed to all members at their addresses as they appear in the membership roll book at least 10 (ten) days but no more than fifty (50) days before the scheduled date of the meeting. Such notice shall state the date, time, place and purpose of the meeting and by whom called.
No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.
4. FIXING RECORD DATE
For the purpose of determining the members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or to express consent or dissent from any proposal without a meeting, or for the purpose of determining the members entitled to receive any distribution or any allotment of any rights, or for the purpose of any other action, the Board shall fix, in advance, a date as the record date for any such determination of members.
Such date shall not be more than fifty (50) nor not less than ten (10) days before any such meeting, nor more than fifty (50) days prior to any other action.
5. ACTION BY MEMBERS WITH A MEETING
Whenever members are required or permitted to take any action by vote, such action may be taken without a meeting by written consent, setting forth the action so taken, signed by all members entitled to vote thereon.
Every member entitled to vote at a meeting of members or to express consent or dissent without a meeting may authorize another person or persons to act for the member by proxy.
Every proxy must be signed by the member or member’s attorney-in-fact. No proxy shall be valid after the expiration of one (1) month from the date thereof unless otherwise provided in the proxy.
Every proxy shall be revocable at the pleasure of the member executing it, except as otherwise provided by law.
7. ORDER OF BUSINESS
The order of business of all meetings shall be as follows:
1. Roll call
2. Reading of the minutes of the preceding meeting
3. Reports of committees
4. Reports of officers
5. Old and unfinished business
6. New business
7. Good and welfare
8. MEMBERSHIP DUES (Amended 6/92, 6/94, 6/2006 and 6/2012)
Institutional Member……………$100.00 (6/2012)
Associate/Affiliate Member…….$45.00 (6/2012)
Sustaining Member……………..$135.00 (6/2012)
Life Member…………………….No Assessment
Honorary Member……………….No Assessment
ARTICLE IV – DIRECTORS
1. MANAGEMENT OF THE CORPORATION
The Corporation shall be managed by the Board of Directors which shall consist of not less than three Directors. Each Director shall be at least nineteen (19) years of age.
2. ELECTION AND TERM OF DIRECTORS (Amended 6/88, 6/97 & 6/2001)
At each annual meeting of members the membership shall elect Directors to hold office until the expiration of the term for which the Director was elected and until a successor has been elected and shall have qualified, or until a prior resignation or removal.
If an active member of the Board runs for higher office, and he/she is unsuccessful, the individual shall return to active status as a Board member to serve out his/her remaining term.
In order to be nominated for a position on the Board of Directors, the nominee must submit a statement of support from the member institution, have attended a NECUSA-sponsored event, and have been a member in good standing of the Association for a minimum of two (2) years or have been a member in good standing of the Association for a minimum of one (1) year and be recommended by a current Board member. (6/2015)
There can be no more than one Board member from any one member institution. (6/2015)
3. INCREASE OR DECREASE IN NUMBER OF DIRECTORS (Amended 6/88)
The number of Directors and length of term of office of Board vacancies may be increased or decreased by vote of the members or by vote of all the Directors. No decrease in numbers of Directors shall shorten the term of any incumbent Director.
4. NEWLY CREATED DIRECTORSHIPS AND VACANCIES
Newly created directorships resulting from an increase in the number of Directors and vacancies occurring in the Board for any reason except the removal of Directors without cause, may be filled by a vote of a majority of the Directors then in office, to serve until the next annual meeting, unless otherwise provided in the certificate of incorporation. Vacancies occurring by reason of the removal of Directors without cause shall be filled by vote of members. A Director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of the predecessor.
5. REMOVAL OF DIRECTORS
Any or all of the Directors may be removed for cause by vote of the members or by action of the Board. Directors may be removed without cause only by vote of the members.
A Director may resign at any time by giving written notice to the Board, the President or the Secretary of the Corporation.
Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.
7. QUORUM OF DIRECTORS
Unless otherwise provided in the certificate of incorporation, a majority of the entire Board shall constitute a quorum of the transaction of business or any specified item of business.
8. ACTION OF THE BOARD
Unless otherwise required by the law, the vote of a majority of Directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board. Each Director present shall have one vote.
9. PLACE AND TIME OF BOARD MEETINGS
The Board may hold its meetings at the office of the Corporation or at such other places, either within or without the State, as it may from time to time determine.
10. REGULAR ANNUAL MEETING
A regular meeting of the Board shall be held immediately preceding the annual meeting of the members. At the discretion of the President, a meeting may be held immediately following the annual meeting of the members.
11. NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT
Regular meetings of the Board may be held without notice at such time and place as it shall from time to time determine.
Special meetings of the Board shall be held upon notice to the Directors and may be called by the President upon three (3) days’ notice to each Director either personally or by mail or by wire; special meetings shall be called by the President or by the Secretary in a like manner on written request of two (2) Directors. Notice of a meeting need not be given to any Director who submits a waiver of notice whether before or after the meeting or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to the Director.
A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given all Directors who were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other Directors.
At all meetings of the Board, the President or in the President’s absence, a Chairperson chosen by the Board shall preside.
13. EXECUTIVE COMMITTEE (Amended 6/65,6/94, 6/97, 1/2002, 6/2003)
There shall be an Executive Committee, consisting of the President, Vice-President, Secretary and Treasurer who shall have such powers and duties of as here in after provided.
14. OTHER COMMITTEES (Amended 6/86)
The President may designate ad hoc committees, each consisting of one or more Directors. The purpose of any such committee is to perform some special task, secure more information, investigate a situation and bring back a report or a recommendation to the Board.
ARTICE V – OFFICERS
1. OFFICERS – TERM (Amended 6/86, 6/97, 6/2001, 1/2002, 6/2003)
The officers of the Association shall be a President, Vice-President, Secretary and a Treasurer, who shall have such powers and duties as hereinafter provided. The term of office for the officers of the Association shall be two years. All officers shall take office at the conclusion of the annual meeting of members. An individual who has served one term as President cannot go through the chairs for a second term as President.
2. REMOVAL, RESIGNATION (Amended 6/86)
Any officer elected or appointed by the Board may be removed by the Board with or without cause. In the event of the death, resignation or removal of an officer, the Board in its discretion may elect or appoint a successor to fill the unexpired term. Any two or more offices may be held by the same person, except the offices of President and Secretary.
3. PRESIDENT (Amended 6/86 and 1/2002)
The Vice-President shall automatically become the President, following his/her year of office as Vice-President.
(B) Powers and Duties
The President shall be the chief executive officer of the Association; and shall preside at all meetings of the Association and at all meetings of the Board of Directors; and shall have responsibility for the general management and supervision of the Association and shall see that all orders and resolutions of the Board are carried into effect.
(1) The President shall have the authority to appoint annually members of the following standing committees of the Association, to be composed of at least one Board member to serve as Chairman of the Committee and two members in good standing of the Association.
a. Constitution and By-Laws
b. Fiscal Affairs
g. Professional Development
h. Self-Reliance Award
3.1 IMMEDIATE PAST PRESIDENT (eliminated 6/2003)
4. EXECUTIVE VICE-PRESIDENT (Amended 6/86, eliminated 1/2002)
5. VICE-PRESIDENT (Amended 6/86, 1/2002)
(A) The Vice-President shall be elected by the membership at the annual meeting.
(B) Powers and Duties
The Vice-President shall assume the function of the President in the absence of the President, and shall perform such other duties as the President shall prescribe.
6. TREASURER (Amended 6/86, 6/88, 6/90, 6/93 & 6/2001)
The Treasurer shall have the care and custody of all funds and securities of the Corporation, and shall deposit said funds in the name of the Corporation in such bank or trust company as the Directors may elect; and shall, when duly authorized by the Board of Directors, sign and execute all contracts in the name of the Corporation, when countersigned by the President; and shall also issue all checks, drafts, notes, and orders for the payment of money, which shall be duly authorized by the Board of Directors and shall be countersigned by the President, or upon receipt of an authorization signed by the President to issue said check, provided the check number, payee and date of the authorization is contained in the President’s authorization, which may be transmitted by facsimile machine, a copy of such memo being retained by the Treasurer of review; and shall at all reasonable times exhibit the books and accounts to a Director or member of the Corporation upon application at the office of the Corporation during ordinary business hours. At the end of each corporate year, an audit of the accounts of the Corporation shall be made by the Fiscal Affairs Committee and shall present such audit in writing at the annual meeting of the members, at which time the Treasurer shall also present an annual report setting forth in full the financial conditions of the Corporation. The Treasurer shall be elected by the membership at the annual meeting every other year (even numbered) and serve a two (2) year term (6/2001).
7. ASSISTANT TREASURER (Amended 6/2001)
During the absence or disability of the Treasurer, an Assistant Treasurer (as so designated by the President), shall have the powers and functions of the Treasurer.
8. SECRETARY (Amended 6/86, 6/88, 6/93 & 6/2001)
The Secretary shall be elected by the membership at the annual meeting every other year (odd numbered) and shall serve a two (2) year term (6/2001).
Elections will be held every odd number year. The Secretary shall keep the minutes of the Board of Directors and Association meetings. The Secretary shall have the custody of the seal of the Corporation and shall affix and attest the same to documents when duly authorized by the Board of Directors. The Secretary shall attend to giving and serving of all notices of the Corporation, and shall have charge of such books and papers as the Board of Directors may direct; and shall attend to such correspondence as may be assigned to the office, and perform all duties incidental to same. The Secretary shall keep a membership roll containing the names of all persons who are members of the corporation. The Secretary shall be the Chairperson of the Membership Committee.
9. ASSISTANT SECRETARIES (Amended 6/2001)
During the absence or disability of the Secretary, an Assistant Secretary (as so designated by the President), shall have all the powers and functions of the Secretary.
10. SURETIES AND BONDS
In case the Board shall so require, any officer of the Corporation shall execute to the Corporation a bond in such sum and with such surety or sureties as the Board may direct, conditioned upon the faithful performance of the officer’s duties to the Corporation and including responsibility for negligence and for the accounting of all property, funds or securities of the Corporation which may come into the officer’s hands.
11. STIPENDS (Added 6/2006-Deleted 6/20012)
ARTICLE VI – SEAL
The seal of the Corporation shall be as follows:
ARTICLE VII – CONSTRUCTION
If there be any conflict between the provisions of the certificate of incorporation and these by-laws, the provisions of the certificate of incorporation shall govern.
ARTICLE VIII – AMENDMENTS
The by-laws may be adopted, amended or repealed by the members at the time they are entitled to vote in the election of Directors.
By-laws may also be adopted, amended or repealed by the Board of Directors but any by-law adopted, amended or repealed by the Board may be amended by the members entitled to vote thereon as hereinbefore provided.
ARTICLE IX – DISSOLUTION
In the event the voting members of the Corporation determine the continuance of operation is no longer possible due to a lack of assets or practices inconsistent with the provisions of the certificate of incorporation and the by-laws, they may direct a plan for the distribution of assets to meet and discharge all debts, liabilities and obligations. Remaining assets shall be forwarded to the United States Government, Department of Education, or instrumentality thereof, as an unrestricted gift for the support of education.
The Board of Directors by a majority vote of the quorum present at a scheduled meeting or properly notified special meeting may pass a resolution of dissolution which in turn must be approved by the majority of the members present at a meeting in which proper notification has been made.
Upon dissolution, the Executive Committee shall make official notice to all members, the Secretary of State of New York and the United States Internal Revenue Service, stating in notarized documents, the act of dissolution, the financial report at the time of dissolution with the debts, liquidities and obligations and if applicable, amount to be conveyed to the United States Government, Department of Education.