The Fulton, Montgomery, and Schoharie Counties

Article I: Statement of Purpose

The Fulton, Montgomery, and Schoharie Counties Workforce Development Board, Inc., hereinafter referred to as FMS WDB, is a not-for-profit corporation created to carry out and administer the Workforce Investment Act of 1998 (WIA) and other related programs as determined by the Board of Directors.

The purpose of the FMS WDB shall be to promote the involvement of the business community in employment and training activities, workforce investment and development activities, and in economic development activities; to provide policy guidance, direction, and oversight of the WIA and related programs in the three-county Workforce Investment Area; to jointly administer or oversee such programs; and to decrease welfare costs and increase private sector employment opportunities for economically disadvantaged and designated target group persons.

The FMS WDB shall have the responsibility of complying with funding agency grant requirements.

The FMS WDB may determine the best and most appropriate ways of handling administrative and fiscal responsibilities and may subcontract some or any of these functions upon execution of appropriate agreements.

The FMS WDB shall consider and, if advisable, implement other possible programs that may enhance its overall goal of decreasing welfare dependence and increasing employment and employment possibilities within its service delivery area. In doing so, FMS WDB may enter strategic partnerships with other agencies and entities to achieve such goals in an effective manner.

Article II: Offices

The office of the corporation shall be located within the counties of Fulton, Montgomery, or Schoharie, State of New York, as the Board may direct. The corporation may establish satellite or other offices at its discretion.

Article III: Membership

Section 1: Membership. Membership of the FMS WDB shall be composed of a maximum of 33 voting members, to be appointed equally (one-third each) by the Chief Elected Official of the County Government, or the three participating counties, hereinafter referred to as FMS WDB Board of Directors.

Section 2: Representation of Membership. A simple majority of the appointed members shall be representatives of business from that county. The remaining membership shall be appointed from the public, not-for-profit or community sectors as required in WIA.

Section 3: Decrease of Membership. The composition of the membership may be changed in the same manner as an amendment to the bylaws, with the stipulation that the Cleo’s must approve the change in the membership. (Must meet the requirements of the WIA Legislation.)

Section 4: Term of Membership. A “term” shall be a period of three years. When the Board is first established, appointments shall be for a period of one (1) year, two (2) years, or three (3) years. The Board shall be appointed on a “staggered-term” basis, so that insofar as is possible, one-third of the Board shall be appointed each year. Each member shall serve a term that shall be determined by the appointing Chief Elected Official. A Board member shall hold office until his or her successor has been appointed and qualified. If a Board member resigns, his or her successor shall be appointed to fill the unexpired period of the term.

Upon expiration of a member’s term, that member, at the discretion of the Chief Elected Official, may be reappointed by the Chief Elected Official to another designated term. The Board shall maintain an updated list of the current Board members and the expiration dates of their terms for the use of the appointing official.

Section 5: Resignation of Member. Resignation by a member from the FMS WDB Board of Directors shall be tendered in writing to the appointing CLEO, and a copy shall be sent to the FMS WDB Chairperson. Should a Board member state orally his or her resignation, but fails to deliver a written resignation, a certified letter shall be sent by the Chairperson confirming the resignation to take effect ten days following the delivery of the confirming letter.

Section 6: Conditions for Filling Membership Vacancy. The resulting vacancy created by a member’s resignation shall be filled by the appointing Chief Elected Official or his/her designee or successor from the appropriate appointing county. All appointments to fill a membership vacancy shall abide by and maintain the business majority. The Executive Director will also contact the Chief Elected Official of each county on a monthly basis advising him/her of any new vacancies to be filled. As a part of this notification, the Executive Director will notify the said Chief Elected Official whether the vacancy was from a member representing business, or public, not-for-profit, or community sectors including, but not limited to, such organizations as organized labor, veterans, educational institutions, rehabilitation agencies, community-based organizations, economic development agencies, and the public employment service.

Section 7: Removal of Member. The Chief Local Elected Official of the county from which the member was appointed may remove any member of the Board of Directors for just cause. Just cause may include absence from three consecutive meetings, violation of conflict of interest requirements, or any other reason agreed to within the local area. The Board may vote to recommend that the CLEO remove a Board member. Before any member is recommended for removal, the Board Membership and Orientation Committee will contact and attempt to meet with the member to resolve issues leading to the proposed removal of the member.

Article IV: Chief Elected Official

The Chief Elected Official of County Government from each county or his/her designee shall serve as an ex-officio, non-voting member of the FMS WDB. If there is a designee, the Chief Elected Official will notify the Board in writing as to the identity of that designee.

Article V: Executive Committee

Section 1: Executive Committee of FMS WDB. The FMS WDB shall have the following seven officers who shall comprise the FMS WDB Executive Committee: one Chairperson, one Vice-Chairperson, one Secretary, the immediate past Chairperson, and three Executive Committee members-at-large. The members-at-large shall be elected by the majority of the Board, and shall be, if possible, from each of the constituent counties.

Section 2: Qualification, Election, Duties, and Term of Chairperson. The Chairperson must be a full-time representative from the business membership and elected on a yearly basis. The Chairperson shall be elected by the Board at its annual meeting and shall hold office until expiration of the term for which he/she is elected, and until his/her successor has been elected. The Chairperson’s function shall include, but not be limited to, the following:

Limitated to three consecutive one-year terms.

Preside at all meetings of the FMS WDB Board of Directors. Sign official documents and correspondence authorized by the FMS WDB Board of Directors.

Perform all duties incident to the office and such other duties as may be prescribed by the FMS WDB Board of Directors from time to time.

Section 3: Qualifications, Election, and Duties, and Term of Vice-Chairperson. The Vice-Chairperson shall be elected from the general business membership of the Board of Directors on a yearly basis. At the annual meeting of the FMS WDB Board of Directors, the Vice-Chairperson shall be elected to hold office until expiration of the term for which he/she is elected, and until his/her successor has been elected. In the absence of the Chairperson or in the event of his/her inability to act, the Vice-Chairperson shall perform the duties of the Chairperson, and when so acting, shall have the powers of and be subject to all the restrictions upon the Chairperson. The Vice-Chairperson shall perform such duties as from time to time may be assigned by the FMS WDB Board of Directors.

Section 4: Qualifications, Election, Duties, and Term of the Secretary. At each annual meeting of the FMS WDB Board of Directors, the Secretary shall be elected to hold office until expiration of the term for which he/she is elected, and until his/her successor has been elected. With the assistance of Board staff, the Secretary shall keep minutes of all meetings of the Board of Directors, and the minutes of all meetings of the members, and also, unless otherwise directed, the minutes of all meetings of committees in books provided for that purpose. He/She shall give, or cause to be given, notice of all meeting of members and directors, and all other notices required by law or stated within these bylaws, and in case of his/her absence or refusal to do so, any such notice may be given by any person thereinto directed by the Chairperson or by the officers or members upon whose requisition the meeting is called. He/She shall have charge of the corporate books and records.

He/She shall have the custody of all instruments requiring it when authorized by the Officer or the Chairperson, and attest to the same. He/She shall file all written requests that notices be mailed to members at an address other than which appears on the record of members. And he/she shall, in general, perform all duties incident to the office of Secretary. All corporate books shall be kept at FMS WDB Administration Office.

Section 5: Size of Executive Committee. The number of Officers, constituting the entire Executive Committee shall be seven. The number of Officers may be increased or decreased by action of a majority of the members of the entire FMS WDB Board of Directors subject to the limitation that no decrease shall shorten the term of any incumbent officer.

Section 6: Election and Term of Officers Classification. A Nominating Committee of three members of the Board of Directors will be nominated by the Chairperson subject to approval by the Board of Directors. At the annual meeting, the Committee will present a list of candidates for all offices. Nominations for any office may also be made at the annual meeting. Election of all officers will be held at the annual meeting of members. Officers shall be elected to hold office until the expiration of the term for which he/she is elected, and until his/her successor has been elected. The term of office shall expire at the next annual meeting of members.

Section 7: Executive Committee Vacancies. A vacancy occurring on the FMS WDB Executive Committee for any reason shall be filled by a simple majority vote of the full Board of Directors of the FMS WDB. The convening of the Board of Directors of FMS WDB for the purposes of filling the vacancy shall occur at the next regular meeting of the Board of Directors. An Officer elected to fill a vacancy shall hold office until the next annual meeting at which the election of Officers is the regular order of business and until his/her successor is elected. The Chairman of the Board is limited to three consecutive one-year terms.

Section 8: Removal of Officers. Any or all of the Officers may be removed with or without cause by a two-thirds majority vote of the full Board.

Section 9: Resignation from Executive Committee. Any Officer may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time is specified, at the time of its receipt by the Chairperson or Secretary. The acceptance of a resignation shall not be necessary to make it effective, but no resignation shall discharge any accrued obligation or duty to an Officer.

Section 10: Quorum of Officers. Four members of the Executive Committee shall constitute a quorum. The Executive Committee shall have the authority to pass recommendations in the form of proposed resolutions that will go to the full Board for ratification. Executive Committee meetings will be open to all members of the Board of Directors.

Section 11: Subcommittees of the Executive Committee. The Executive Committee by resolution adopted by a majority of the Executive Committee may designate from among the membership of the Board of Directors of FMSWDB a subcommittee or other outstanding committees. Such subcommittees shall have no authority other than the authority delegated to them by the Executive Committee.

Section 12: Compensation for the Executive Committee. Officers as such shall not receive any salary for their services. However, Officers may be reimbursed for travel and out-of-pocket expenses for meals and lodging when conducting business of the FMS WDB. Requests for reimbursement of expenses shall be approved by the Executive Director in accordance with the Fiscal Policy adopted by the Board of Directors, and shall be subject to the availability of funds and limitations imposed by granting authorities. Executive Committee liability insurance shall be paid by the corporation.

Section 13: The Board of Directors may hire an Executive Director. The position of Executive Director shall be subject to annual reappointment by recommendation of the Executive Committee and by a majority of the Board of Directors on a calendar year basis.

The Executive Director shall have the authority to hire and terminate remaining staff subject to State Law and subject to positions being established or eliminated by the FMS WDB Board of Directors. Salary ranges for staff positions are determined by the Executive Committee and approved by the full Board.

The Executive Director shall be responsible for carrying out the day-to-day operations of the corporation and for carrying out the policies of the corporation as established by the FMS WDB Board of Directors. The Executive Director shall be responsible for preparing a Report of Operations that shall be available to all members of the FMS WDB Board of Directors at each regular and annual meeting. The Executive Director will be subject to an annual performance review conducted in accordance with procedures established by the Board of Directors.

Section 14: Special Meetings of the Executive Committee. Special meetings of the Executive Committee may be held upon notice to the Officers of the Executive Committee. Notice of a special meeting shall be given to the Members of the Executive Committee and all Board members not less than 48 hours prior to the time of the special meeting. Notice to the Members of the Executive Committee of a special meeting may be given either orally or in writing, but in either case, notice must be communicated specifically to the Officer.

Article VI: Meetings

Section 1: Regular FMS WDB Meetings. The Board of Directors of FMS WDB shall meet monthly with the exception of the months of January and August. The meeting will be held the first Wednesday of the month, unless otherwise announced, and should, if possible, rotate among the three participating counties or at a time and place convenient to the membership.

Section 2: Annual Meetings of FMS WDB. A meeting of the FMS WDB Board of Directors shall be held annually for the election of a Chairperson, a Vice-Chairperson, a Secretary, and Executive Committee Members-at-Large and the transaction of other business. This meeting shall be during the calendar month of July or as soon as practical after the start of the new fiscal year.

Section 3: Agenda of Annual Meeting FMS WDB. The order of business at the annual meeting shall be as follows:

a. Call of meeting to order

b. Reading of minutes of last annual meeting

c. Reports of Officers

d. Reports of Committees

e. Report of Executive Director

f. Election of Officers of Executive Committee

g. Transaction of other business

Section 4: Agenda of the Regular Meeting of FMS WDB. The order of business at a regular meeting shall be as follows:

a. Call of meeting to order

b. Reading of minutes of last regular meeting, if not waived

c. Reports of Officers

d. Reports of Committees

e. Report of the Executive Director

f. Old Business

g. New Business

h. Transaction of other business

Section 5: Special Meetings. The Chairperson is allowed to call a special meeting anytime at his/her discretion. The Chairperson shall call a meeting of the Board of Directors whenever it is requested by a minimum of four members of the Board. This meeting shall be held within ten days of the date the request is received by the Chairperson. Special Meetings are subject to the Sunshine provisions of the Workforce Investment Act, including public notice.

Section 6: Notice of Meetings. In accordance with the public notice provision of the Workforce Investment Act, written notice of the annual meeting or regular meetings, stating the date, place, and hour shall be given personally, or posted on the FMS WDB Web Site, or by e-mail, or by first-class mail not less than ten days before the date of the meeting.

Section 7: Quorum of Members. At any meeting of the Board of Directors, the majority of the full Board, including vacancies, shall constitute a quorum for the transaction of any business. If the quorum is broken by the subsequent withdrawal of any members, any business transacted that requires a quorum must be held over until the next meeting.

Section 8: Voting by Members. Every member of record shall be entitled to one vote on each matter submitted to a vote of members. A vote on a particular action or issue is only valid if the votes cast equal a majority of the total membership of the Board, including vacancies. If a quorum is present, absent members may vote by proxy. Proxy votes must be in writing, signed by the absentee member, and specifically address the exact items of business that will be voted on during that meeting. There is no provision for a blank proxy as it is contrary to WIA law.

Article VII: Compensation

Members of the FMS WDB Board of Directors shall serve without compensation. However, members may be reimbursed for travel and out-of-pocket expenses for meals and lodging when conducting business for FMS WDB. Requests for reimbursement of expenses shall be approved by the Executive Director in accordance with the Fiscal Policy adopted by the Board of Directors, and shall be subject to the availability of funds and the limitations imposed by granting authorities. Liability insurance for Board Members shall be paid by the corporation.

Article VIII: Miscellaneous Provisions

Section 1: Fiscal Year. The fiscal year of the corporation shall begin on the first day of July in each calendar year and terminate on the last day of June in the succeeding year.

Section 2: Report of Operations. The Executive Director shall prepare and submit to the members at each regular meeting and before the annual meeting of the members, a Report of Operations of the Corporation.

Section 3: Obligations. All checks, drafts, notes, or other obligations of the corporation shall be signed by either the Chairperson or the Vice-Chairperson, and shall be co-signed by either the Executive Director or another employee designated by the Executive Director.

Section 4: Liability and Indemnification. No Officer, Executive Director, or Member of the Corporation shall be personally liable to any person or party dealing with the Corporation for any amount arising out of any claim, charge, service, obligation, or otherwise against the Corporation; and any such person or claimant shall be paid and reimbursed out of the funds of the Corporation. Further, no Officer, Executive Director, or Member of the Corporation shall be liable for any of his/her acts or actions or omissions either to the Corporation or to anyone else in the absence of bad faith or fraud; and such Officer, Director, or Member shall be entitled to reimbursement for any and all expenses incurred by him/her in defense of any action as provided by the laws of the State of New York. The Corporation shall provide insurance protection against suits for all Officers, Executive Director, and Members of the Corporation.

Section 5: Fund Raising. All fund raising activities will be approved by the FMS WDB Board of Directors prior to implementation.

Section 6: Amendment or Repeal of Bylaws. Bylaws may be amended or repealed by the majority vote of the full Board only at the annual meeting and/or at a meeting called for the specific purpose to amend or to repeal.

Section 7: Definition of Majority. The term vote of the full Board of Directors shall mean the total membership of the Full Board authorized by the Bylaws (including vacancies).

Section 8: Conflict of Interest: A Board member may not vote on any matter that would provide direct financial benefit to the member or the member's immediate family, nor on matters of the provision of services by the member or the entity the member represents.

· Immediate Family: Any person related within the first degree of affinity (marriage) or consanguinity (blood) to the person involved.

No Board member may participate in a decision in which the member has a direct or indirect interest, particularly a financial interest, which is in substantial conflict with the discharge of the duties of the Board.

· Substantial interest: A person owns 10% or more of the voting stock, owns 10% or more or owns $5,000 or more, of the fair market value of a business; or funds received by the person from the business exceed 10% of the person’s gross income for the previous year; or if the Board member is related to a person in the first degree of affinity or consanguinity who has a substantial interest as defined previously.

A Board member shall avoid even the appearance of a conflict of interest.

Prior to a discussion, vote or decision on any matter before a Board, if a member, or a person in the immediate family of such member, has a substantial interest in or relationship to a business entity, organization or property that would be pecuniarily affected by any official Board action, that member shall disclose the nature and extent of the interest or relationship and shall abstain from voting on or in any other way participating in the decision on the matter. All such abstentions shall be recorded in the minutes of the Board meeting.

Section 9: Dissolution of Board: Upon the dissolution of this organization, 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, not withstanding any mandates by the original funding source(s).

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