New York State Archives Partnership Trust Bylaws
November 29, 1992
September 17, 1998
September 19, 2002
January 15, 2005
January 31, 2006
October 7, 2008
October 15, 2013
June 27, 2014
October 29, 2014
Article I: Authority and Name
1. The New York State Archives Partnership Trust is a public benefit corporation established by Chapter 758 of the 1992 New York State Laws, as amended by Chapter 497 of the 1993 New York State Laws (hereafter “Chapter 758), and Chapter 399 of the 1998 New York State Laws.
2. The name of this board shall be the "New York State Archives Partnership Trust Board" (hereafter “Board”)
3. The Board is organized and shall be operated pursuant to the provisions of the above referenced laws and any other applicable laws and regulations.
Article II: Fiscal Year
The fiscal year of the Trust and the Board shall begin April 1 and end March 31 of each year.
Article III: Board
1. Roles and responsibilities of Board Members:
a) Oversee effective and ethical management of Trust operations.
b) Understand, review and monitor the implementation of financial and management controls and operational decisions of the Trust.
c) Adopt a code of ethics applicable to the officers, directors, and employees that includes standards in Section 74 of the Public Officers Law.
d) Establish a policy protecting employees from retaliation for disclosing information concerning acts of wrongdoing, misconduct, malfeasance, or other inappropriate behavior by an employee or board member of the Trust.
e) Perform board-related duties in good faith with that degree of diligence, care and skill which an ordinarily prudent person in a like position would exercise under similar circumstances and apply independent judgment in the best interest of the Trust, its mission and the public.
f) At the time of appointment, reappointment, or, for Board members appointed before June 5, 2014, at the time of adoption of these amended bylaws, execute an acknowledgment that he/she understands the role and fiduciary responsibilities of a Trust Board member.
g) Participate in state approved training regarding legal, fiduciary, financial and ethical responsibilities of Board members.
h) Annually review and execute an acknowledgment that he/she understands and complies with the Trust Code of Ethics.
2. The Officers of the Board shall be a Chair, a Vice-Chair, a Secretary, and a Treasurer. At each annual meeting the Board shall elect its Officers, who shall serve at the pleasure of the Board until its next annual meeting and until their successors shall be elected, except that the Board shall elect the Chair for a two-year term as prescribed by law. The offices of Secretary and Treasurer may be held by the same person. Pursuant to statute, the Executive Officer of the Board shall be the Director of the State Archives and Records Administration.
3. The Chair shall:
a) preside at all meetings of the Board;
b) enforce all laws and regulations relating to the organization and operation of the Board and these By-laws;
c) call meetings of the Board (i) when s/he deems it necessary and proper or (ii) when requested to do so by the Executive Officer or (iii) when requested by any three members of the Board;
d) present at each annual meeting of the Board a report with such recommendations as s/he may deem necessary and proper;
perform all the powers and duties incident to the position of Chair and such other powers and duties as may be assigned by the Board.
4. In the case of a vacancy in the office of Chair or in the Chair's absence from New York State or from a meeting of the Board, the Vice-Chair shall have the powers and duties of the Chair.
5. The Executive Officer shall be the Chief Executive Officer of the Trust, subject to the policies established by the Board and under the direction of the Chair and subject to the right of the Board to assign to any other officer, agent, or employee of the Board any powers and duties not expressly delegated to the Executive Officer. The Executive Officer shall have the right to attend but not vote at all meetings of the Board and of the Executive Committee, except for executive sessions thereof when excluded by action of the Board.
6. The Executive Officer shall prepare annual proposed budgets and work plans for the Board in consultation with the Board and other officers, agents, and employees as may be necessary and appropriate. The Executive Officer shall also perform such other powers and duties as may be assigned from time to time by the Board or the Chair.
7. The Secretary shall enter in the proper books all resolutions and proceedings of the Board or of any Committee thereof. The Secretary shall conduct the correspondence of the Board, issue notices of Board meetings, keep the books and records of the Board and perform all powers and duties pertaining to the office of Secretary
8. The Treasurer shall report in writing on the financial condition of the Trust at each Board meeting, at the end of each fiscal year, and at such other times as the Board may require; shall cause the financial statements of the Trust to be audited annually by an independent certified public accountant chosen by the Board; and shall carry out such duties required by the investment policies established by the Board, to the extent consistent with law
9. The Board may also appoint such assistant officers as it deems necessary and proper. In the case of a vacancy in the principal office or the absence from the State of New York or the absence from a meeting of the Board of a principal officer, the corresponding assistant officer shall have all of the powers and duties of the principal officer but shall not be entitled to vote at a Board meeting unless he or she has been appointed to the Board pursuant to statute.
10. No Board member shall receive or be entitled to receive any pecuniary profit, salary or other compensation from the operations thereof; but members may be reimbursed for their ordinary and necessary expenses incurred in the performance of their powers and duties as a member of the Board. Officers who are not members of the Board, employees and agents of the Board may, consistent with law and regulation, receive reasonable salary or other compensation for services, if fixed by the members of the Board in their sole and unreviewable discretion, and receive reimbursement for their ordinary and necessary expenses incurred in the performance of duties assigned by the Board.
11. Any officer elected by the Board may be removed or suspended by the Board, at any time, with or without cause.
Article IV: Committees
1. The Board shall have an Executive Committee consisting of the Chair, Vice Chair, Treasurer, the chair of the Program and Development Committee and one to four additional members chosen by the Board at its annual meeting, in order that at least one member shall be drawn from each of the following classes:
a) Members appointed by the Governor,
b) Members appointed by the Majority Leader of the Senate,
c) Members appointed by the Speaker of the Assembly, and
d) Members appointed by the Board of Regents.
The Executive Committee shall meet at the call of the Chair, upon at least one day's written notice to all Executive Committee members. In the absence of the Chair, the Vice Chair shall chair the Executive Committee. The Executive Committee shall have the power to transact all business of the board, except the amendment of these By-Laws, subject to the duties and powers of the Board.
2. The Board shall have an Investment Committee consisting of at least three but not more than five members, the Chair, the Treasurer, and another member of the Board chosen by the Board, with the Treasurer as committee chair. The Investment Committee shall advise the Board and the Executive Committee on the adoption, amendment, and implementation of the investment policies of the Board. The Investment Committee has the authority, unless and until specifically altered by resolution of the Board, to enter into transactions with the endowment custodian as permitted by the investment guidelines of the Board.
3. The Board shall have a Program and Development Committee consisting of no fewer than seven nor more than eleven members to be appointed by the Chair in consultation with the Board. Committee composition will consist of at least two thirds Board members and may include up to one third Stewards of the Trust. In the event Committee membership drops below the minimum required and/or Board composition on the Committee drops below two thirds, the Board Chair shall appoint the members needed, after consultation with the Board whether at a meeting of the Board or through e-mail communication between meetings.
4. The Board shall have a Nominating Committee consisting of three members chosen by the Board at the January Board meeting, with the committee chair appointed by the Chair of the Board. The Committee shall develop the slate of Board officer candidates, and for any vacant Executive Committee seat, and present the slate at the March Board meeting. Ballots shall be distributed to Board members in April. Board members shall return ballots to the Archives Partnership Trust staff prior to or at the May Annual Board meeting. At the May Annual Board meeting the Archives Partnership Trust staff shall count the ballots and the elected officers shall be announced
5. The Board shall have an Audit Committee consisting of not less than three independent members appointed by the Chair of the Board in consultation with the Board, with the committee chair appointed by the Chair of the Board. In the event the Board has less than three independent members, the Chair of the Board may appoint non-independent members to the Audit Committee provided that the independent members must constitute a majority of the members of the Audit Committee. The Audit Committee shall exercise the functions contained in the charter of the Audit Committee, which shall be adopted by the Board.
6. The Board may appoint one or more special committees, consisting of not more than seven members each, to investigate and report to the Board on any matters. Committee members need not be Board members. The Board shall appoint the chair of each committee. All committees shall meet at the call of their respective chairs. Committees shall meet at such places in New York State as may be designated by their respective chairs and may be conducted electronically, subject to Section 5 of Article VI of these By-Laws.
Article V: Investment of the Endowment
1. The statutory standards applicable to the endowment are as follows. Monies in the endowment account, and earnings thereon, may be invested and reinvested by the Investment Committee consistent with the prudent investor standard of Section 11-2.3 of the Estates, Powers and Trust Law and pursuant to the provisions of Section 2925 of the Public Authorities Laws. The Board shall annually determine how much of the endowment may be withdrawn for operational and project purposes. In investing the endowment account and earnings thereon and making withdrawals from the endowment account, the Investment Committee shall give due consideration to balancing the long-term growth of the endowment, long-term trends of the economy and the needs of Trust operations and the State Archives with the goal that the endowment shall provide a permanent, growing and viable source of funds to fulfill the Trust purposes.
2. The Board shall adopt and from time to time amend as may be necessary or desirable investment policies to implement the statutory standards.
Article VI: Meetings
1. The annual meeting of the Board shall take place during the first ninety (90) days of the fiscal year in Albany, N Y.
2. Except as otherwise provided in these By-laws, written notice of all meetings of the Board, specifying the time, place and purposes thereof, shall be given to each member by mail or personally at least ten days before such meeting or by e-mail, telegram or fax at least five days before such meeting. Notices by mail shall be deemed to have been given at the time when mailed to such member at her or his address on the books of the Board, and notices by e-mail, telegram or fax shall be deemed to have been given at the time when given for transmission. In lieu of such written notice, a waiver thereof in writing, signed by the member or members entitled to such notice, whether before, at or after the meeting, shall be deemed equivalent to such notice for purposes of these By-laws. No notice to or waiver by any member with respect to any meeting shall be required if such member is present at such meeting and does not at its convening object to the lack of notice thereof. Meetings of the Board shall be held at such time and at such place within the State of New York as is designated by the person or persons duly calling the meeting, however preference shall be given to Albany as the location for meetings of the Board.
3. A majority of the whole number of the members of the Board then in office or four members of the Executive Committee shall constitute a quorum authorized to transact any business at any meeting of the Board or Executive Committee.
4. All actions of the Board or Executive Committee shall require the votes of a majority of those members present at a meeting with a quorum, except as provided in Article X of these By-Laws.
5. Any member of the Board, Executive Committee or any other committee of the Board may participate in a meeting by means of conference telephone, video conferencing system, or other type of communication system or equipment allowing all persons attending such meeting to hear and to be heard simultaneously. Members so attending shall be regarded as present at the meeting for all purposes. Public notice of Board and Executive Committee meeting shall be provided, including a physical location or locations at which the public can attend, listen to and, in the case of video conferencing, see those members attending electronically.
Article VII: Rules of Order
The rules of procedure in the most current edition of "Robert's Rules of Order" shall govern all meetings of the Board subject to applicable law and regulations, and these By-laws.
Article VIII: Office
1. The principal office of the Board and the Trust shall be at Room 9C49, Cultural Education Center, Albany, New York 12230.
2. The Board may also have offices at such other place or places within the State of New York as the Board may from time to time determine to be necessary or proper.
3. Except as otherwise directed by the Board or as the operations of the Board may require, all the books and records of the Board shall be kept at the principal office of the Board.
Article IX: Indemnification
Any person and the heirs, executors and administrators of such person made or threatened to be made a party to any action, suit or proceeding by reason of the fact that he or she is or was a member, officer, employee or agent of the Board shall be indemnified by the Board to the full extent authorized or permitted by law against any and all liability and the reasonable expenses, including attorney's fees and disbursements, incurred by her or him or by her or his heirs, executors or administrators in connection with the defense or settlement of such action, suit or proceeding, or in connection with any appearance therein.
Article X: Dissolution Clause
As the New York State Archives Partnership Trust was created under Chapter 758 of the Laws of New York State 1992 to be a body corporate and politic constituting a public benefit corporation, it can only be terminated by an act of New York State law. Upon such termination by law, the New York State Legislature would take action to address the Trust's outstanding obligations and determine what would happen to the Trust's property, assets, and funds.
Article XI: Amendments
Amendments to these By-laws may be made at any meeting of the Board, without notice, by unanimous vote of all of the members of the Board in attendance if such number of members shall constitute at least a majority of the whole number of members of the Board. Otherwise, no motion to amend these By-laws at any meeting of the Board shall be in order unless a copy of the proposed amendment shall have been sent to every member of the Board at least 10 days before the date of the meeting at which the amendment is to be moved.