Bylaws

BYLAWS OF WOMEN IN CORRECTION, INC. 

 

PREAMBLE

The following Bylaws shall be subject to, and governed by, the Non-Profit Corporation Act of New York and the Articles of Incorporation of Women In Correction, Inc. In the event of a direct conflict between the herein contained provisions of these bylaws and the mandatory provisions of the Non-Profit Corporation Act of New York, said Non-Profit Corporation Act shall be the prevailing controlling law.  In the event of a direct conflict between the provisions of these Bylaws and the Articles of Incorporation of the Corporation/Organization, it shall be these bylaws which shall be controlling.

ARTICLE 1 – NAME

Section 1 Name: The legal name of the Non-Profit Corporation/Organization shall be known as Women in Correction, Inc., (WIC) and is governed by the New York Domestic Not-for-Profit Corporation Law (“NY N-CPL”) §102.

ARTICLE 2 – PURPOSE

Our Purpose: The Corporation/Organization is established within the meaning of IRS publication 557 Section 501© 3 Organization of the Internal Revenue Code of 1986, as amended (the “code”) or the corresponding section of any future federal tax code and shall be operated exclusively to represent a diverse cross section of women who have served (ing) in the New York City Department of Correction which include female officers (all ranks) as well as female civilian personnel and shall include the common interest of Women In Correction within New York State.

In addition, (WIC) is the Parent Organization that will engage in partnership with any Chapter throughout the United States which organize and promote the mission and goals outlined in Article 1 of these by laws.

 Our Mission: Provide a platform that promotes informed discussion of correctional issues and concerns, promote unity and solidarity among staff as well as mentoring and career advancement…Provide a medium of exchange of ideas, information, knowledge and experience in the organization which will improve professional standards of conduct for the female staff in the Department of Correction…Support the goal and principles of the Department’s policies and procedures and to provide a venue for community collaboration…Recruit volunteers and sponsors that will support the endeavors of the organization…Promote education and training to enhance professional and personal livelihood.

In addition, (WIC) has been formed for the purpose of performing all things incidental to, or appropriate in, the foregoing specific and primary purposes. The organization shall not engage in any activity or the exercise of any powers which are not in the furtherance of its primary non-profit purpose.

ARTICLE 3 – OFFICE

The address of the registered office of the Corporation and the name of the registered agent shall be heretofore known as: P.O. Box 1191, Central Islip, New York, 11722. Agent: Department of State.   The Board of Directors may by resolution, from time to time and in accordance with the provisions of the Act, change the registered office and/or the registered agent.

ARTICLE 4 – DEDICATION OF ASSETS

The properties and assets of the Organization are irrevocably dedicated to and for non-profit purposes only. No part of the net earnings, properties, or assets of this Organization, on dissolution or otherwise, shall benefit any person, member, director or officer of this organization. Upon liquidation or dissolution, all remaining assets of (WIC) shall be distributed and paid over to an Organization dedicated to non-profit purposes which has established its tax exempt status pursuant to section 501 (c) of the code.

ARTICLE 5 – BOARD OF DIRECTORS

General Powers and Responsibilities– Women In Correction shall be governed by a Board of Directors (the “Board”) which shall have all rights, powers, privileges and limitations of liability of directors of a non-profit corporation under the Non-Profit Corporation Act of New York. The “Board” shall establish policies and directives governing business and programs of the Organization and shall delegate governing business and programs of the organization staff, subject to the provisions of these bylaws, authority and responsibility to see that the policies and directives are appropriately followed.

Number and Qualification- The “Board” will be comprised of female retirees who have worked in the Department of Corrections and will act as advisors, mentors and consultants and who will assist the organization in achieving its goals.  The “Board” shall have up to (9), but no fewer than (5) board members. The number of “Board” members may be increased beyond 9 members or decreased to less than 5 by an affirmative vote of a 2/3 majority of the then serving Board of Directors.  Board members must be financial and must be retired from the department of corrections in good standing.   According to NYS Law, the Board of Directors must include; (Chair, President and Treasurer) and other officers as deemed needed.  In addition to regular membership of the “Board” , representatives of other organizations or individuals as the “Board” may deem advisable to elect shall be Ex-Officio Board Members, but shall not have voting power, and shall not be eligible for office or count as one of the regular “Board” members.

CHAIRMAN OF THE BOARD

Highest ranking official of the Organization. Sets the tone for all members, insures that the “Board” and the Executive Committee are actively focused and engaged in the mission and purpose of Women In Correction. The Chair should facilitate board leadership and good governance and help prepare strategic agendas for board meetings.  Ensure legal and ethical integrity, and promote the organizations’ public standing.

The Board Chair is responsible for assisting regional/state chapters in setting up their bylaws and membership and may designate said duties to the membership committee with the Executive Board approval.

The Chairman of the Board shall act as arbitrator in the event the “Board” and the Executive Committee has a dispute that can’t be resolved. The Chair will attempt to mediate and evaluate the opinions of both bodies. In such case, The Chair, as arbitrator, will render a decision which will be immediate and binding.

Whenever the Board of Directors call for a vote which result in a tie, the Chair will cast the deciding vote.

PRESIDENT

Presides over all “Board” meetings and is organizational consultant to the Executive Committee. The President is expected to review and validate the bylaws to all parties to the organization and as board Ambassador, the president acts as spokesperson and speaks on behalf of the organizations’ mission and goals.

The president recruits new board members whose vision aligns with (WIC) and plays a crucial role in board member orientation. The president also creates opportunities for continuing education for board members and mentors the president-elect.

The President will recommend and designate any other office for the “Board” as deemed necessary.

TREASURER

The Treasurer of the Board of Directors shall have the fiscal responsibility to ascertain that all monies collected for and to the organization is properly accounted for according to the rules that govern NY Corporate non-profit organizations.

The Treasurer shall submit a budget from the Board of Directors to the Executive Committee for the upcoming fiscal year for expenses deemed necessary to run the business of the “Board”

The Treasurer shall collect and account for all yearly dues submitted by regional chapters.

SECRETARY

The Secretary is responsible for all recordkeeping, documents and minutes of the “Board”. The secretary is responsible for notifying all board members of meetings, events and special sessions in a timely manner.

The secretary is responsible for receiving and distributing correspondence to the Executive Board and chapter Presidents from the Board of Directors.

BOARD COMPENSATION

The “Board” shall receive no compensation other than for reasonable expenses. However, provided the compensation structure complies with Sections relating to “Contracts Involving Board members and/or Officers “ as stipulated under these bylaws, nothing in these bylaws shall be construed to preclude any Board member from serving the Organization in any capacity and receiving compensation for services rendered.

BOARD ELECTIONS

The current Advisory Board will assume responsibility for nominating a slate of prospective “Board” members representing the association’s diverse constituency until such time as a membership rooster is authenticated and normal election procedures are in place. In addition, any member of the organization can nominate a candidate to the slate of nominees and all candidates for office must be retired in good financial standing with the organization for at least (1) year before they can hold office.

TERM OF OFFICE

All appointments to the “Board” shall be for a term of 2 year(s). No person shall serve more than 2 consecutive terms unless a majority of the “Board”, during the course of a Board meeting at which a quorum is present, votes to appoint a Board member to 2 additional year(s). No person shall serve more than 2 consecutive terms. After serving the maximum total number of consecutive years on the “Board”, a member may be eligible for reconsideration as a Board member after (1) years have passed since the conclusion of said member’s service.

VACANCIES

A vacancy on the Board of Directors may exist at the occurrence of the following conditions:

  1. Death, resignation, or removal of any board member.
  2. The declaration by resolution of the Board of a vacancy by a member who has been declared of unsound mind by court order, convicted of a felony, court ordered breach of duty pursuant to the Corporation code dealing with standards of conduct, or has missed (3) consecutive meetings of the Board of Directors, or a total of (5) meetings during the calendar year.
  3. An increase in the authorized number of Board members.
  4. Failure of current Board members to duly elect a new board member.
  5. The Board of Directors, by way of affirmative vote of a majority of their members may remove any member at any regular meeting or special meeting, provided that the member to be removed has been notified in writing in the manner set forth in Article 5.

Any Board member may resign effective upon giving notification to the Chairperson of the Board, the President of the Organization, the secretary of the organization, or the Board of Directors. If the resignation is effective at a future time, a successor may be designated to take office when the resignation becomes effective.

Any vacancy on the “Board” may be filled by vote of a 2/3 majority of the current Board members. 

RESIGNATION

Each Board member shall have the right to resign at any time upon which written notice has been given to the Board Chair, Secretary of the Board, or the Executive Director. Unless otherwise specified in the notice, resignation shall take effect upon receipt thereof, and the acceptance of such resignation shall take effect if there are no pending charges of impropriety. In addition, Board members may be removed for other reasons by a three-fourths vote of the remaining Board.

MEETINGS

The Board’s regular meetings may be held quarterly or at such time and place as shall be determined by the ‘Board’. The Chair or any 1/3 regular Board members may call a special meeting of the “Board” with (2) weeks electronic notice to each member. The person or person(s) authorized to call such meetings may also establish the place the meeting is to be conducted.

MINUTES

The Secretary shall be responsible for the recording of all minutes of each and every meeting of the “Board” in which business shall be transacted in such order as the “Board” may determine from time to time. In addition, the secretary shall prepare minutes of the meetings, which shall be delivered to the Organization to be placed in the minutes’ books. A copy of the minutes of the “Board” shall be delivered to each board member via electronic email within (5) business days after the closing of each board meeting.

ACTION BY WRITTEN CONSENT

Any action required by law to be taken at a meeting of the “Board”, may be taken without a meeting if consent in writing setting forth the action so taken shall be signed by all Board members. Such consent shall be placed in the minutes’ book of the Organization and shall have the same force and effect as a unanimous vote of the “Board” taken at an actual meeting. The Board members written consent may be executed in multiple counterparts or copies, each of which shall be deemed original for all purposes. In addition, facsimile signatures and electronic signature acknowledgments shall be effective as original signatures.

QUORUM

At each meeting of the Board of Directors, the presence of (5) persons shall constitute a quorum for the transaction of business. If at any time the “Board” consists of an even number of members and a vote results in a tie, then the vote of the Board Chair shall be the deciding vote. If a quorum is not present at a meeting, the Board members may adjourn the meeting until a quorum is present. If after (3) such meetings, the “Board” may elect to conduct the vote with the majority of members present. The “Board” may allow conference calls, web conferencing and other electronic means to allow members to participate with other Board members in a meeting.

PROXY

A “Board” member who is unable to attend a meeting of the Board of Directors may vote by written proxy given to any other voting member. However, a vote by proxy may not be counted toward the number of Board members needed to be present to constitute a quorum for the transaction of business. No proxy shall be valid after three months from date of execution.

BOARD MEMBER ATTENDANCE

Any elected Board member who is absent from (3) consecutive regular meetings of the “Board” shall be encouraged to reevaluate his/her commitment to the Organization. The “Board” may deem a Board member who has missed (3) consecutive meetings to have resigned from the board.

ARTICLE 6- EXECUTIVE BOARD 

Officers and Responsibilities

The Board of Directors shall appoint officers of the Executive Board until such time as normal election procedures are in place. The officers of the (WIC) organization shall be comprised of the President, Vice President, Secretary, Treasurer, and Sgt. at Arms, and such other officers as the “Board” may designate by resolution. The same person may hold any number of offices, except that neither the secretary nor the treasurer may serve concurrently as the President. In the event of a vacancy, the executive committee shall appoint a replacement until the next voting election. The replacement of the Presidents’ vacancy must also be approved with a 2/3 majority vote of the Board of Directors.

All Officers must be in financial good standing with the organization for at least (1) year before they can hold office.

Each Executive Board member shall have the right to resign at any time with written notice to the Board Chair, Secretary of the Board, or the Executive Director. Unless otherwise specified in the notice, resignation shall take effect upon receipt thereof, and the acceptance of such resignation shall take effect if there are no pending charges of impropriety. In addition, Board members may be removed for other reasons by a three-fourths vote of the remaining Exec Board

Rules of Order. A current edition of Robert’s Rules of Order shall be used throughout the meetings where said rules do not conflict with the provisions of these Bylaws. A Parliamentarian shall be appointed by the Executive Officer and shall be the consultant in matters dealing with parliamentary procedures or Bylaws interpretation.

PRESIDENT (EXECUTIVE DIRECTOR)

  1. The President shall preside and convene regularly scheduled executive board meetings
  2. It shall be the responsibility of the President to supervise and conduct all activities and operations of the (WIC) organization, subject to the control, advice and consent of the Board of Directors.
  3. It is the responsibility of the President to keep the “Board” completely informed, and freely consult with them in relation to all activities of the Organization, and shall see that all orders and/or resolutions of the “Board” are carried out as intended.
  4. The President shall act for and on behalf of the membership of the Organization and shall act as official spokesperson for the Organization
  5. The President, at all times, shall be held accountable to contract, receive, deposit, disburse and account for all funds of the organization along with the respective designee.
  6. In addition, the President may execute and negotiate any and all material business transactions of the organization and shall have the authority to take any lawful action to promote the goals and goodwill of Women in Correction.
  7. All Past Presidents (if retired) are immediately eligible to become a member of the Board of Directors.

VICE PRESIDENT

  1. In the absence of the President, or in the event of her inability to perform or refusal to act, it shall be the responsibility of the Vice President to perform all the duties of the President, and in so doing shall have all authority and powers therein .

(b) Shall chair committees on special subjects as designated by the “Board” and act as

President in case of the absence of the President.

  1. The Vice President, in coordination with the Treasurer, shall verify all receipts of member contributions and financial contributions/donations.

SECRETARY

The Secretary shall be the custodian of all records and documents of the organization and shall act as secretary at all meetings of the Executive Board. The secretary shall keep the minutes of all meetings on file in hard copy or electronic format. She shall attend to serving all notices of the organization, sending out meeting announcements, distributing copies of minutes and the agenda to each executive board member, and ensure that corporate records are maintained. The Secretary shall maintain a listing of all voting members and non-voting members and provide copy of said list to the Board of Directors on an annual basis. 

TREASURER

  1. It shall be the responsibility of the Treasurer to keep and maintain adequate and accurate accounts of all the properties and business transactions of the Organization, including its assets, liabilities, receipts, disbursements, gains, losses and any other matters included in financial statements.
  2. The Treasurer shall be responsible for ensuring the deposit of, or cause to be deposited all money and other valuables as may be designated by the Board of Directors.
  3. The Treasurer shall disburse, or cause to be disbursed, the funds of the Organization, as may be ordered by the Board of Directors, and shall render to the President and Officers, whenever they request it, an account of all transactions as Treasurer and of the financial condition of the Organization.
  4. The treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to board members and the public. The Treasurer, in coordination with the Vice President, shall verify all receipts of member contributions and financial contributions/donations
  5. Fiscal Year: The fiscal year of the Organization shall end on December 31st of each year, or on such other date as may be fixed from time to time by resolution of the Board of Directors.

SGT. AT ARMS: Chief enforcement officer and person that keeps order during meetings.

DELEGATES: The role of the delegate is to act as the (WIC) representative, communicator and educator of members in their respective facilities.

Delegates are nominated and elected by their colleagues in their respective commands for a term of (2) years and shall attend monthly meetings called by the Executive Board.

Delegates are authorized to enroll and encourage membership.

Delegates are authorized to meditate on a command level with issues and concerns unique to their constituency.

Delegates are required to be in financial good standing with no disciplinary/criminal charges pending.

 

The following facilities shall have (2) delegates:        

Anna M. Cross Center (AMKC)

Eric M. Taylor Center (EMTC)

George Motchan Detention Center (GMDC)

George R. Vierno Center (GRVC)

Otis Bantum Correctional Center (OBCC)

Robert N. Davoren Complex (RNDC)

Rose M. Singer Center (RMSC)

The following facilities shall have (1) delegate:

West Facility

North Infirmary Command (NIC)

Brooklyn Detention Complex (BKDC)

Manhattan Detention Complex (MDC)

Queens Detention Complex (QDC)

Elmhurst Hospital Prison Ward (EHPW)

Bellevue Hospital Prison Ward (BHPW)      

 

ARTICLE 7- ELECTION AND MEMBERSHIP

 BOARD ELECTIONS

The current Foundling members of the “Board” will assume responsibility for nominating a slate of prospective Executive Board members representing the association’s diverse constituency until such time as a membership rooster is authenticated and normal election procedures are in place. In addition, any member of the organization can nominate a candidate to the slate of nominees and all candidates for office must be in good financial standing with the organization for at least (1) year before they can hold office.

TERM OF OFFICE

All appointments to the Executive Board shall be for a term of 2 year(s). No person shall serve more than 2 consecutive terms unless a majority of the “Board”, during the course of a Board meeting at which a quorum is present, votes to appoint a Board member to 2 additional year(s). No person shall serve more than 2 consecutive terms. Elections should be staggered to reflect the following and preserve the continuity and integrity of the organization: President and Treasurer in even years and Vice President and Secretary in odd years.

After serving the maximum total number of consecutive years on the Executive Board, a member may be eligible for reconsideration as a Board member after (1) year has passed since the conclusion of said member’s service.

Eligibility for membership: Application for voting membership shall be open to any member identified in section 2 of these by laws that supports the purpose statement in Article I,

Section 2. Membership is granted after completion and receipt of a membership application and annual dues. All memberships shall be granted upon a majority vote of the board.

Annual dues: The amount required for annual dues shall be $15.00yr (retirees) $25.00yr (active), unless changed by a majority vote of the members at an annual meeting of the full membership. Continued membership is contingent upon being current with membership dues.  Dues shall be due and payable as described in the most current version of the Membership application, and thereafter, on January 1st of each subsequent calendar year. If dues are not paid by January 1st, member is considered delinquent and dropped from the rolls. Any member not paid by January 31st and wants to re join must pay $25.00 reinstatement fee plus current dues.

Section 3. Rights of members: Each member shall be eligible to vote or appoint in writing one voting representative to cast the member’s vote (proxy) in organization elections.

Section 4. Resignation and termination: Any member may resign by filing a written resignation with the secretary. Resignation shall not relieve a member of unpaid dues, or other charges previously accrued. A member can have their membership terminated by a majority vote or quorum of the membership for reasons determined by the board.

Section 5 . Non-voting membership: The board shall have the authority to establish and define non-voting categories of membership.

MEETINGS OF MEMBERS

  1. General Membership Meetings: Regular meetings of the members shall be held the 3rd Thursday of every month at a time and place designated by the President or designee.
  2. Annual meetings: An annual meeting of the members shall take place in the month of December, the specific date, time and location of which will be designated by the President. At the annual meeting the members shall announce directors and officers, receive reports on the activities of the association, and determine the direction of the association for the coming year.
  3. Special meetings: Special meetings may be called by the President, the Executive Committee, or a simple majority of the Board of Directors.
  4. Notice of meetings: Electronic notice of each meeting shall be given to each voting member, by email, not less than two weeks prior to the meeting.
  5. Quorum: The members present at any properly announced meeting shall constitute a quorum with the majority of members present.
  6. Voting: All issues to be voted on shall be decided by a simple majority of those present at the meeting or quorum in which the vote takes place.  
  7. ARTICLE 8- COMMITTEES

Committee formation: The executive board may create committees as needed, such as fundraising, grievance, public relations, membership, etc. Each committee shall appoint all committee chairs and all committee chairs shall maintain a record of all committee meetings which will be submitted to the secretary as part of the permanent organization record.

Executive Committee: The five officers identified in Article 6 of these bylaws, serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and bylaws, the Executive Committee shall have all the powers and authority of the Board of Directors to execute the goals and mission of Women in Correction.

Finance Committee: The Treasurer is the chair of the Finance Committee, which includes (three other Executive Board members). The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and the annual budget with staff and other Executive Board members. The board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the Board of Directors and the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Executive board showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to the membership, board members, and the public.

At the beginning of each fiscal year, the Finance Committee shall appropriate sufficient operating expenses to the Board of Directors, as deemed necessary, with approval of 2/3 votes of the Executive Committee.

Fiscal Responsibility: Expenditures of funds of the organization may not be made without the signatures of at least (2) officers (preferably the President and Treasurer)…At least (3) officers shall have their signatures on file with any financial institution with which WIC establishes an account. Financial records and funds of the organization shall be audited at least once every two years by a committee of at least (3) members of the organization appointed by the “Board” Chair….Financial audit reports shall be presented to the membership one month prior to the end of the fiscal year.

MEETINGS AND ACTIONS OF COMMITTEES

Meetings and actions of all committees shall be governed by, and held in accordance with, the provisions of Article 5. Time and regular meetings of committees may be determined by the Executive Board or by the respective committee Chair.  Special meetings may also be called by resolution of the Board of Directors, who shall have the right to attend all meetings of any committee.

All committees must keep minutes and forward same to the secretary of the Organization to be filed with Organizational records.

No committee shall bind the Organization in a contract or agreement or expend funds unless authorized by the Board of Directors.

ARTICLE 9 – ESTABLISHING CHAPTERS

Chapter membership shall be divided into geographical areas referred to as Regions. For purposes of voting a member belongs to the Chapter/Region as designated by her state of correctional employment.     Each new chapter must include at least Five (5) members, which will include two (2) regular members, to form a new chapter of this Organization upon written petition. The written petition, accompanied by a proposed Chapter Constitution, must be submitted to the Chairman of the “Board” with Executive Board approval. The Executive Board, upon a majority vote, shall approve the issuance of a charter to the petitioning members.

Duties and Authority.

(a)Each chapter shall adopt and adhere to Chapter bylaws which are not in conflict with the National Organization (WIC) and bylaws of Women in Correction..

(b) All chapters must be members of the National Organization (WIC). Annual dues $100.00

(c) Meetings of the chapters shall be held not less than quarterly, at a time, place and

frequency to be determined by the membership of said chapter; provided such

meetings do not conflict with any scheduled Annual National Conference of (WIC)

(d) Each Chapter shall determine their membership chapter dues.

(f) Chapters are expected to generate support for the National Office (WIC) and its programs.

The Chairman of the Board, along with the Treasurer, must review and approve fund raising activities to ensure compliance with policies and procedures of the National Organization, (WIC)

(h) Copies of all minutes and other pertinent information must be forwarded to the

Chairman of the Board and the Executive Director in a timely fashion.

 Section 3. Elections.

(a) Election of officers at the chapter level shall be deemed the exclusive prerogative of

the membership of the chapter, provided the rules governing such elections do not

conflict with any provisions of the Bylaws of (WIC)

(b) The elected offices of President and Vice President are restricted to regular members.

 Section 4. Probation, Suspension or Revocation. The Executive Board shall decide

probation, suspension and/or revocation of a chapter’s charter by two-thirds (2/3) vote.

(a) The Executive Board shall have the authority to determine probation, suspension

and/or revocation if one of the following occurs:

  1. Active membership of a chapter falls below five (5).
  2. Chapter activities do not conform to the objectives of the Organization as set forth

by the Bylaws.

  1. The chapters’ Bylaws are not consistent with the Bylaws of (WIC)
  2. The chapter becomes inactive.
  3. Three-fourths (3/4) of the chapter’s members request such an action.

(b) The Chairman of the Board shall send a detailed written statement by registered mail to

the chapter notifying it of the Executive Board’s decision to place it on probation.

The chapter will have thirty (30) days to respond and accept the terms of the probation.

(c) A chapter placed on probation has one (1) year to correct the deficiency and restore

itself to good standing. The Executive Board shall assist the chapter to correct the

deficiency. If the deficiency is not corrected within one (1) year the chapter’s charter will be revoked. 

ARTICLE 10 – STANDARD GENERAL PROCEEDURES

LOANS

The organization shall not make any loan of money or property to any Officer of the organization unless approved by the New York State Attorney General. However, the organization may advance or reimburse those Officers who have made reasonable expenses on behalf of the Organization in the performance of their duties which have been duly approved.

No loans or advances shall be contracted on behalf of the Organization or evidence of indebtedness shall be issued in its name unless as a specific transaction that is approved by Board of Directors.

CONFLICT OF INTEREST

All Officers and Directors are required to disclose any conflict of interest that might arise when the Organization is engaged in business transactions that might benefit the private interest of one of its Officers or Directors.

INDEMNIFICATION

To the fullest extent permitted by law, the Organization shall indemnify its “agents” as described by law, including its directors and officers, against all expenses, judgments, fines, settlements, and other amounts incurred by them in connection with any proceeding and any action by or in the right of the Organization.

The Organization has the power to purchase and maintain insurance on behalf of any “agent” of the Organization for protection against liability in the performance of their duties or to give indemnification to the extent permitted by law. 

ARTICLE 11- EXECUTION OF CORPORATE INSTRUMENTS

The Board of Directors may, at its discretion, determine the method and designate the signatory officer or officers, or any other person, to execute any corporate instrument or document, or to

sign the Organization name without limitation, except when otherwise provided by law.

Unless otherwise specifically determined by the Board of Directors or otherwise required by law, formal contracts of the Organization, promissory notes, deeds, mortgages, other evidences of indebtedness, certificate of shares owned by the Organization shall be executed, signed, and/or endorsed by the President, Vice President and Treasurer.

All check and drafts drawn on banks and other depositories on funds to the credit of the Organization shall be signed by such persons as the Board of Directors shall authorize to do so.

ARTICLE 12– RECORDS AND REPORTS

RECORDS

  1. The Organization shall keep at its principal office the original or a copy of the Women In Correction Articles of Incorporation and bylaws, which shall be opened to inspection by the Board of Directors and the Executive Committee at all reasonable times
  2. The Organization shall keep at its principal office a copy of its federal tax exemption application and its annual information returns for three years from their date of filing.
  3. The Organization shall keep adequate and accurate books and records of accounts and written minutes of all meetings of the Board of Directors, Executive Board and Committees. These records may be kept at a place designated by the Executive Board.
  4. Upon leaving office, each officer of the Organization shall turn over to their successor or the President of the Organization, in good order, organization monies, books, records, minutes, mailing lists, documents, contracts or any other property of the organization that has been in the custody of that officer.
  5. The Organization shall prepare annual financial statements using accepted accounting principles. Such statements shall be audited by an independent certified public accountant. The organization shall make these financial statements available to the New York Attorney General and members of the public for inspection no later than 30 days after the close of the fiscal year to which the statements relate.

RECORDS

The annual report shall contain the following information:

  1. Assets and liabilities of the Organization at the end of the fiscal year
  2. Any principal changes in assets and liabilities during the fiscal year
  3. Expenses and disbursements of the organization for both general and restricted purposes

The report shall be accompanied by any pertinent report from an independent CPA, if there is no such report, the certificate from an authorized officer of the Organization that such statements

were prepared without audit from the books and records of the Organization. 

ARTICLE 13 – DISSOLUTION

In the event the Corporation shall be dissolved or liquidated, all assets that remain after paying or making provision for payment of all the known debts and liabilities of the Corporation may be distributed among organizations, selected by the Executive Board, which are at the time exempt from Federal Income Tax as organizations described in Section 501(c)(3) or Section 501(c)(6) of the Code and which will continue to use such funds in accordance with Section 501(c)(3) or Section 501(c)(6) of the Code (or the corresponding sections of any future federal tax code), provided that each such organization must continue to qualify as an organization as described in Section 501(c)(3) or Section 501(c)(6) of the Code (or the corresponding sections of any future federal tax code).

Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the Corporation is then located for such tax exempt purposes and as such court shall determine. In no event shall such remaining assets be distributed to any Director or officer of the Corporation, or inure to the benefit of any private individual.

ARTICLE 14 – AMENDMENTS

These bylaws may be adopted, amended or repealed when necessary by two-thirds majority of the Board of Directors.  Proposed amendments must be submitted to the Secretary to be sent out with regular board announcements setting forth the proposed bylaws revisions with explanations therein.  Further, said by laws shall be updated and changed in accordance with organizational growth and change.