New York Association of Approved Environmental Laboratories, Inc. Amended By-laws

Approved November 15, 2005

Article I

Name

Section 1. Name. The name of this non-profit organization shall be the NEW YORK ASSOCIATION OF APPROVED ENVIRONMENTAL LABORATORIES, INC., hereinafter called “Association” or “NYAAEL”, incorporated as a non-profit corporation in the State of New York on 2 January 1991.

Article II

Objectives

Section 1. Objectives. The objectives of NYAAEL shall be:

  1. to promote excellence and professionalism in the field of environmental analysis by providing educational opportunities and professional development. We shall provide a forum for communication among environmental laboratories, regulatory agencies, professional organizations, and related businesses.
  2. to encourage quality performance and ethical practices of its members, and champion the interests of the environmental laboratory community

Article III

Membership

Section 1. Qualifications. Any approved laboratory involved in environmental analysis; those laboratories pursuing approval; or those individuals, organizations, companies, firms, and other corporate and non-corporate entities interested in the activities of the Association are eligible for membership. Membership shall be in the name of one, designated individual.

Section 2. Membership Classification. There shall be the following membership classifications: ACTIVE, ASSOCIATE, AFFILIATE, CORPORATE SPONSORS, HONORARY LIFE MEMBERSHIP.

Section 3. ACTIVE Membership. Active membership shall be limited to those laboratories possessing a certificate of approval issued by the New York Department of Health (NY DOH) in one or more of the areas of environmental analysis. Equivalent certification by other state and federal agencies may be determined by a majority vote of the Board of Directors. To qualify for Active membership, laboratories must comply with Article V.

Section 4. NON-VOTING Membership. Except where specifically noted, the following membership classes shall have no vote nor be eligible to hold office in the Association.

  1. Associate membership shall be available to employees of Active member laboratories who wish to receive an additional mailing. Associate members can participate in the activities of the Association and serve on committees.
  2. Affiliate membership shall be available to those laboratories actively pursuing a certificate of approval by NY DOH or individuals interested in the activities of the Association. Affiliate members can participate in the activities of the Association and serve on committees.
  3. Corporate Sponsorship shall be available for organizations, companies, firms, and other corporate and non-corporate entities. Corporate Sponsors can participate in the activities of the Association and serve on committees.
  4. Honorary Life Membership shall be available to those members of the Association who have actively participated in the Association for at least 5 years but are now retired. These members can participate in the activities of the Association and serve on committees. Membership dues for Honorary Life Members are waived. The Board of Directors, upon receipt of a written notification from a prospective retiring member, shall act upon such application at the next meeting of the Board of Directors.
  5. If an Associate Member or the designated contact of an Active Member becomes unemployed during their membership term and is seeking employment in the environmental laboratory field, he/she may continue to hold Associate Membership for six months during the current membership year for which dues payment has been made.

Section 5. Chapters. Memberships consisting of other chapters may exist within this organization under these by-laws.

Article IV

Voting

Section 1. Voting Privileges. Voting will be limited to those Active laboratory members who are not associated with the NYS Department of Health. Each member laboratory will possess only one vote regardless of the number of Associate members.

Article V

Dues

Section 1. Annual Dues. Dues shall be levied for all membership categories except Honorary Life Membership. The period will cover one fiscal year beginning on January 1 and shall be an amount determined by the Board of Directors of this Association. Membership may be terminated after four months for non-payment of dues.

Section 2. Applicants approved for membership late in the fiscal year may pay dues on a prorated schedule during the second year of membership as determined by the Board of Directors.

Article VI

Officers

Section 1. The Officers of the Association shall consist of a Chair, Vice-Chair, Secretary, Treasurer, and appointed Executive Director who shall serve without a vote. The Secretary and Treasurer may be the same individual.

Section 2. Vacancies. Any vacancies occurring in the offices of Vice Chair, Treasurer, or Secretary shall be appointed by the Board and elected by a simple majority vote of the Active Members present and voting at a regular or special meeting of the Association. All such vacancies shall be filled for the unexpired term. If an officer retires before the end of his/her term, he/she may elect to complete the term if he/she desires. If the Chair resigns, the order of succession is Vice-Chair, Secretary and Treasurer.

Article VII

Board of Directors

ection 1. The Board of Directors shall consist of the Officers, the Immediate Past Chair and several Directors, so that the exact number totals seven. The Executive Director shall not be included in the total count of seven. Board representation is limited to one individual from an Active Member or groups of laboratories under the same ownership at the time of elections.

Section 2. Executive Committee. The Executive Committee shall consist of the Chair and the Secretary. The responsibility of the committee shall be to recommend appointment of the Executive Director and recommend the terms for his/her compensation, tenure, and responsibility.

Section 3. Quorum. At any meeting of the Board of Directors, five members, of which at least two shall be officers, shall constitute a quorum for the transaction of business; all business thus transacted shall be approved by a majority of those present and voting. The Chair shall chair the Board.

Section 4. Meetings. Regular meetings of the Board of Directors shall be held at such a time and place as the Chair may determine. Written notice of such meetings shall be given each member of the Board not less than ten (10) days prior to date of meetings. Special meetings may be called by the Chair at the request of any five (5) Directors. Written notice of such Special meeting shall be given each member of the Board not less than five (5) days prior to such meeting.

Section 5. Removal. The Board of Directors may, by affirmative vote of at least five (5) of its members, removed any member for cause. Any member of the Board of Directors may be removed by a two thirds affirmative vote of the members of the Association, present and voting at any Regular or Special meeting.

Section 6. Vacancies. A vacancy in the office of any Director shall be filled by a simple majority vote of those members of the Board of Directors present and voting at a Regular or Special meeting of the Board. The person or persons so appointed shall serve until the end of the unexpired term. If a Director retires before the end of his/her term, he/she may elect to complete the term if he/she desires.

Section 7. Advocacy. Subject to the approval of the Board of Directors only, the Association may take a position and express an opinion on issues directly and generally affecting environmental laboratories.

Article VIII

Duties And Responsibilities Of Officers

And Board of Directors

Section 1. The Chair shall be the Chief elected official of the association and shall preside at all of its meetings, as well as all meetings of the Board of Directors; shall approve all unscheduled expenditures under $500; shall call all special meetings of the membership and the Board of Directors; shall appoint special committees for any purpose; and shall serve as Chair of the Executive Committee.

Section 2. The Vice-Chair shall be familiar with the duties and responsibilities of the Chair and shall preside in the absence of the Chair.

Section 3. The Secretary, except as otherwise provided herein, shall oversee the duties normally associated with this office. The Secretary shall also supervise all activities of the association office. The Secretary shall serve on the Executive Committee.

Section 4. The Treasurer shall oversee the custody, receipt and disbursement of all funds. The Treasurer shall also insure that adequate financial records are kept and financial statements are prepared.

Section 5. The Executive Director is the appointed chief executive officer of the Association and shall have general charge and control over the day-to-day affairs of the Association. The Executive Director shall:

  1. have the power, for and in the name of the Association, to make and execute contracts and sign checks when specifically or generally authorized to do so by the Board of Directors;
  2. maintain all records of the Association, and collect and deposit all monies and dues for the Association;
  3. implement the programs and services of the Association, as determined from time to time by the Board;
  4. employ and supervise, or terminate employment of, staff personnel to carry on the implementation and coordination of all programs and activities, and shall fix their compensation within the approved budget. The Executive Director shall define the duties of the staff;
  5. maintain budget control over expenditures and prepare required quarterly financial statements;
  6. advise and assist all officers of the Association;
  7. perform other duties and have such other powers as may be assigned to him/her from time to time by the Board and the Chair;
  8. serve without vote as an Officer of the Association

Section 6. Board of Directors. Authority and Responsibility. The Board of Directors shall supervise, control, and direct the affairs of the Association; shall approve all unscheduled expenditures over $500; shall determine policy; shall serve as Nominating Committee; and may in the execution of its powers, delegate certain of its authority and responsibility to any elected Officer or employee of the Association.

Section 7. Board members are required to attend a minimum of two (2) Board meetings a year and provide laboratory representation at quarterly association meetings. If a board member does not meet these requirements, their status will be reviewed by the full Board. They may, at the discretion of the Board, be removed from office.

Article IX

Elections

Section 1. The Board of Directors, except for the appointed Executive Director, shall be elected by a majority vote of the Active Members and shall take office January 1. Ballots are to be mailed to all voting members on November 1 and returned by November 15 . A positive vote shall consist of a majority of those members who return ballots. At least 51% of the members must return a ballot for the election to be valid. In the event that a valid election cannot be achieved, the terms of office for all positions are extended until such time as a valid election can be held.

Section 2. The Board of Directors shall be elected biennially. The term of office shall be for two years beginning on January 1. The Chair and Vice-Chair may be elected to a second consecutive term of office; however a period of at least three years must follow before again being eligible for office; exception, the Vice-Chair may succeed the Chair.

Article X

Standing and Special Committees

Section 1. Standing Committees. There shall be the following Standing Committees of the Association: Technical Affairs Committee, Government Affairs Committee, and Nominating Committee,. These committees shall be permanently impaneled for the purposes described herein. Each committee, with the exception of the Nominating Committee, shall be chaired by one member who shall be appointed by the Board of Directors and serve for a period of one year.

  1. Technical Affairs Committee – To provide a forum for review of technical issues effecting the members and presenting these issues to the New York State Department of Health and the New York State Department of Environmental Conservation.
  2. Government Affairs – To interact with the New York State Department of Health, other regulatory agencies, the New York State Legislature, and the Governor’s Office to promote and enhance the concepts of certification and a good business environment.
  3. Nominating Committee – The Board of Directors shall serve as Nominating Committee to select candidates for election to office.

Section 2. Special Committees may be created as the Board of Directors may determine. Such committees will expire one year after their date of formation unless reappointed.

Section 3. Appointments to all Standing and Special Committees shall be made by the Chair.

Section 4. Nominations of Officers and the Directors. Nominations for any position shall be made by the Nominating Committee by September 15. Supplemental nominations may be made by five full members no later than October 15.

Article XI

Meeting

Section 1. REGULAR meetings of the Association shall be held at a time and place determined by the Board of Directors. Regular meetings are to be held quarterly when possible, but at least two times a year.

Section 2. SPECIAL meetings of the Association may be called by the Chair at any time.

Section 3. Written notices of meetings shall be given members of the Association at least ten (10) days prior to date of such meetings.

Section 4. Quorum shall consist of 25% of the Active members, whose dues are paid in full, present and voting at any Regular or Special meeting.

Section 5. Voting. Unless otherwise provided, any election or other matter voted upon by the Active members, shall be determined by a simple majority of the members present and voting. There shall be no voting by proxy.

Article XII

Fiscal Year

Section 1. The fiscal year of the Association shall begin on January 1 and shall end on the following December 31.

Article XIII

Indemnification: Liability

Section 1. Indemnification. Every Director, Officer, employee of the Association, and such others as specified from time to time by the Board of Directors, shall be indemnified by the Association against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon them in connection with any proceeding to which they may made a party, or in which they may become involved by reason of being or having been a Director, Officer, or employee of the Association, or any settlement thereof, whether the person is a Director, Officer, or employee at the time such expenses are incurred, except in such cases wherein the Director, Officer, or employee is adjudged guilty of willful misfeasance or malfeasance in the performance of duties. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which the indemnified may be entitled.

Section 2. Liability of Members. Members shall not be personally liable for the debts, liabilities or obligations of the Association.

Section 3. Definitions. As used in this article, the word representative is specifically intended to apply to, but not be limited to, a Director, an Officer, an Agent, or any other employee or person authorized by duties, specific directions, or contract, to act on behalf of the Corporation. The word “Corporation” shall be interpreted to mean the New York Association of Approved Environmental Laboratories, Inc. and any and all committees, subcommittees, or subsidiary organizations, thereof.

Section 4. Procedure for Effective Indemnification. Unless ordered by a court, any indemnification or reimbursement under Section 1 of this Article, which indemnification or reimbursement is made prior to a final resolution of the matter involving the representative, shall be made by the Corporation only after a determination that indemnification of the representative is proper in the circumstances because the representative has met the applicable standard of conduct set forth in this Article. This determination shall be made in advance of any payment by the Corporation to the representative and may be made in any of the following ways:

  1. By the Board of Directors, specifically a majority vote of a quorum which shall include only those members of the board of Directors who were not parties to such action, suit or proceeding; or
  2. If a quorum of disinterested members of the Board of Directors is not obtainable, by independent legal counsel in a written opinion; or
  3. If a majority vote of a quorum of disinterested members of the Board of Directors so directs, by independent legal counsel in a written opinion.

However, at the time that the Corporation advances or reimburses these monies, the representative must agree that if it shall later be found by a court of law that the conduct of the representative does not meet the applicable standard contained herein, then all amounts advanced and/or reimbursed to the representative will be refunded to the Corporation.

Article XIV

Assets: Dissolution or Liquidation

Section 1. Association Assets. No member of the Association shall have any right, title or interest to the whole or any part of the property or assets of the Association.

Section 2. No part of any income, revenue and grant of or to the Association shall inure to the material benefit of any member, officer, director or any private individual (except that a reasonable compensation may be paid for services rendered in connection with one or more of the Association’s purposes) and no member, officer director, or private individual shall be entitled to share in the distribution of any of the assets of the Association on its dissolution or liquidation. In the event of such dissolution or liquidation, the assets of the Association, after payment of debts and obligations, shall be transferred to one or more non-profit charitable organizations or 501 (c) organizations as approved by the Internal Revenue Service designated by a simple majority affirmative vote of the Board of Directors present and voting at a Regular or Special meeting of the Board.

Section 3. If the majority of the Board of Directors is not in accord as to the disposition of the assets within one (1) year from the date of the event causing its dissolution, liquidation, abandonment or winding-up, such assets shall then be disposed of in any such manner as may be directed by the decree of the Courts of the State of New York.

Article XV

Anti-Trust Compliance

Section 1. Policy. It is the undeviating policy of the Association to comply strictly with the letter and spirit of all federal and state trade regulations and antitrust laws. Any activities of the Association or Association-related actions of its staff, officers or members which violate these regulations and laws are detrimental to the interest of the Association and are unequivocally contrary to Association policy.

Section 2. Implementation. Implementation of the antitrust compliance policy of the Association shall include, but shall not be limited to, the following:

  1. Minutes of the Board of Directors meetings shall be distributed to the members of the Board of Directors and the Secretary shall cause a copy to be filed in the permanent records of the Association.
  2. Minutes of the Regular and Special meetings shall be distributed to the members of the Board of Directors and the Secretary shall cause a copy to be filed in the permanent records of the Association.
  3. All Association activities or discussions shall be avoided which might be construed as tending to: (1) raise, lower or stabilize prices; (2) encourage boycotts; (3) foster unfair trade practices; or in any way violate federal or state trade regulations and antitrust laws.
  4. Association members, officers or employees who participate in conduct which the members, by a two-thirds (2/3) majority vote, determine to be contrary to the Association antitrust compliance policy, shall be subject to disciplinary measures up to, and including, termination.

Article XVI

Amendments

Section 1. Amendments. These by-laws may be amended either by a majority of Active members of the Association who respond to a mailed ballot, or by a majority vote of Active members of the Association present and voting at any meeting, provided that copies of such changes were sent to all members at least thirty (30) days in advance of such a meeting.

Section 2. Amendments may be proposed by the Board of Directors on its own initiative, or upon petitions to the Board of Directors by 5% of the Active members. All such proposed amendments shall be sent by the Board of Directors to the voting membership, with or without recommendation.

Article XVII

Effective Date

These by-laws shall take effect immediately upon adoption by the Association.