The Government Finance Officers Association of Connecticut has by-laws to help define the roles within our organization. The by-laws outline membership roles and eligibility, the powers within the Executive Board, the organization of officers, and define our meetings and fiscal year.
ADOPTED BY-LAWS
EFFECTIVE: April 19, 2018
REVISED: May 20, 2021
BY-LAWS
OF
GOVERNMENT
FINANCE OFFICERS ASSOCIATION OF CONNECTICUT, INC.
ARTICLE I: NAME AND
CORPORATE IDENTIFICATION
Section 1. Name. The name of this organization shall
be the GOVERNMENT FINANCE OFFICERS ASSOCIATION OF CONNECTICUT, INC. (The "Corporation").
Section 2. Purpose.
The
purpose of this Corporation shall be:
a. To promote the use
of appropriate financial management and accounting standards by governmental
organizations within the State of Connecticut;
b. To provide
educational opportunities and programs which will aid in the professional
development of individual members;
c. To provide a forum
for the sharing of information, views, analysis of financial matters and
membership networking opportunities;
d. To promote
legislation supporting general principles of economy and efficiency in
governmental administration;
e. To cooperate with
the Government Finance Officers’ Association of the United States and Canada, the
New England States Government Finance Officers Association and other
organizations established with similar goals;
f. To engage in all other activities as may be
necessary or desirable to foster the purpose of the Association.
Section 3. Incorporation. The
Corporation shall operate exclusively for educational and charitable purposes
and is incorporated under the Connecticut State Statutes and is an authorized
501 (c) 6 organization under the Internal Revenue Code.
ARTICLE II: MEMBERSHIP
Section
1. Classes of Members. The
Corporation shall have five (5) classes of members. The designation of such classes and the
qualifications with respect to each class shall be as follows:
(a)
Active Members. Active
members shall include all public officials or employees, elected or appointed,
who are employed by any municipality of the State of Connecticut or any State of
Connecticut Agency that is associated in any aspect or function of public
finance. The
word "municipality" as used in this article shall mean any town,
city, borough or other duly authorized political subdivision organized under
the laws of the State of Connecticut.
(b) Associate Members. Associate members shall
include any person who is not eligible for Active or Honorary membership and
who is interested in municipal finance and may
include, but not be limited to, public accountants, software vendors, benefit
consultants and third party administrators, actuaries, governmental bankers and
bond counsels, consultants with expertise in energy efficiency solutions, cyber
security, or closely related municipal finance operations subject matter and subscribes to the objectives and purposes
of this Corporation.
(c) Honorary Members.
Honorary members shall include any retired person elected to this class by the
Corporation’s Executive Board of Directors in recognition of his or her
exemplary service to the Corporation. As
such, all Connecticut quarterly meeting fees shall be waived. Honorary membership will be temporarily
suspended should the individual return to active employment as determined by
the Executive Board.
(d) Student
Membership. Student membership may be granted to all students, whether full or
part-time, currently matriculating in a course leading to a degree in
Accounting, Finance or any related field and not qualifying in any of the other
membership categories.
(e) Retired Membership. Retired membership is
offered to any person retired from a position that would have previously
qualified for active or associate membership. Retired members must not be
currently employed by a company eligible for associate membership status.
Section 2. Classification of Members. The Corporation’s Executive Board of
Directors shall have the sole power to determine which classification of
membership shall apply to any applicant.
Section 3. Rejection of Members. The right to reject any application for
membership or the renewal of any membership, is hereby reserved for the
Corporation’s Executive Board of Directors.
Section 4. Termination of Membership. The right to terminate any membership, is
hereby reserved for the Corporation’s Executive Board of Directors.
Section
5. Voting Rights. Voting rights
are restricted to Active Members.
Section 6. Dues. The annual dues of the Corporation shall be determined by the
Executive Board not later than sixty (60) days following the election of officers. The dues
shall be in sufficient amount to include the membership fee to the New England
States Government Finance Officers Association, Inc.
Dues
shall be set for all member classifications and may be structured to allow for
Municipal memberships. Dues shall be
payable upon 30 days after billing notification and shall cover the twelve (12)
month period commencing July 1st of the current year and extending through June
30th of the succeeding year.
ARTICLE
III: EXECUTIVE BOARD
Section 1:
General Powers. The activities, business, property and affairs of the
Corporation shall be managed by its Executive Board.
Section
2: Number, Composition and Election of Executive
Board. The Executive Board shall consist of fifteen (15) voting members,
including the four (4) Officers of the Corporation, the one (1) immediate Past
President of the Corporation, the three (3) representatives of the New England
States Government Finance Officers Association, Inc., and the seven (7) directors;
and, ten (10) non-voting ex-officio
members. A voting member may also hold a
non-voting position.
The President of the Corporation shall serve as Chairman of the
Executive Board. Officers shall be
elected to serve a term as follows: (a)
the President, First Vice President, and Second Vice President shall serve a
term of one (1) consecutive year only in each position; (b) the Treasurer shall
serve a term of a minimum of three (3) years.
The immediate Past President of the Corporation shall serve on the
Executive Board for the year immediately succeeding his or her term as
President.
The three (3) representatives to the New England States Government
Finance Officers Association, Inc. shall be elected from the active membership
of the Corporation to serve a term as follows:
one (1) representative shall be elected for a term of three (3) years and
two (2) representative for a term of five (5) years; thereafter, the term for
said representatives will be for five (5) years.
Of the seven (7) directors, one (1) shall be elected annually from
the voting membership of the Corporation to serve for a term of one (1)
year. The other six (6) directorships
shall initially be filled as follows: two (2) directors shall be elected from
the voting membership of the Corporation to serve for a term of three (3)
years; two (2) directors shall be elected from the voting membership for the
Corporation to serve a term of two (2) years; two (2) directors shall be
elected from the voting membership of the Corporation to serve for a term of
one (1) year. Thereafter, two (2)
directors shall be elected annually from the voting membership of the
Corporation to serve for a term of three (3) years.
The ten
(10) non-voting ex-officio members of the Executive
Board shall consist of the representative to the Government Finance Officers
Association of the United States and Canada and of the Chairman of each of the
following Committees: the
Accounting Standards Committee, the Membership
Committee, the Legislation Committee, the Education Committee, the Audit
Committee, the Website Committee, the Miklus/Walsh Scholarship Committee, the
CT National Event Committee, and the Association Historian. The Association Historian shall serve for an
indefinite term at the pleasure of the current President. The duties of the Association Historian shall
be to provide repository and retrieval services for all adopted Association
policies, model RFPs, minutes, agendas, and other materials prepared for member
use. Any of these committees may
establish a co-chair position when necessary and will count as one additional
non-voting ex-officio member.
Section
3 (A). Regular and Special Meeting. Regular meetings
of the Executive Board shall be held at such times and places as the Executive
Board shall from time to time determine.
Special meetings of the Executive Board may be called at any time by the
President and shall be called within seven (7) days of receipt of a written
request of one-third of the Executive Board.
Meetings of the Executive Board may be held within or outside of the
State of Connecticut
and shall be held at such place as shall be designated in the notice of
meeting. Not less than seven (7)
business day’s written, electronic or oral notice shall be given of each
regular meeting of the Executive Board, and not less than three (3) business
days written, electronic or oral notice shall be given of each special meeting.
Section
3 (B). Urgent Voting by Fax, Conference call or
Electronic Mail.
In the event of an urgent matter, the President may call an emergency
meeting, without the notice requirements as outlined in Section 3 (A). Communications and votes for such matters as
the emergency meeting is called may be transmitted by fax, conference
call or electronic mail to
and from members of the Executive Board and the President. Such actions shall be ratified at the next
regular or special meeting of the Executive Board.
Section
4: Quorum. A quorum shall
consist of eight (8) voting members of the Executive Board. Except as otherwise provided by law or by
these By-Laws, the vote of a majority of the Executive Board present shall
constitute the act of the Executive Board.
Section
5. Vacancies. If the office of the President becomes
vacant, the First Vice President shall automatically become the President and
the Second Vice President shall automatically become the First Vice
President.
If the office of the First Vice President becomes vacant, the
Second Vice President shall automatically become the First Vice President. By a vote of the remaining voting members of
the Executive Board, an eligible member of the Executive Board shall then become
Second Vice President.
If a vacancy in any of the Corporation's officers becomes vacant
before January 1 of any year, it shall be considered to be a full term for the
officer filling such vacancy. If the vacancy occurs after January 1 of any
year, said officer filling such vacancy shall be eligible for an additional one
(1) year term.
If a vacancy occurs in an Executive Board, Officer, Committee Chair or
New England Representative position with a multiple-year term, the position, by
a majority vote of the remaining members of the Executive
Board, shall be filled by appointing an eligible active member until the next
annual election, at which time an election will be held for an eligible active
member to fill the remaining unexpired term of the position that was so
vacated.
Section 6. Action without a Meeting. If all Executive Board members consent in
writing to any action taken or to be taken by the Corporation, the action shall
be as valid as if it had been authorized at a meeting duly called and held by
the Executive Board, and such written consent or consents shall be filed in the
corporate minute book.
Section
7. Participation by
Conference Telephone. An Executive Board
member may participate in a meeting of the Executive Board by means of a
conference telephone or similar communications equipment which enables all
Executive Board members participating in the meeting to hear one another; such
participation in a meeting by one or more directors shall constitute presence
in person at such meeting.
ARTICLE
IV: OFFICERS
Section
1. Officers. The officers of
the Corporation shall consist of a President, a First Vice President, a Second
Vice President/Executive Secretary and a Treasurer, all of whom shall be active
members.
Section
2. Duties of the Officers.
The duties of the officers shall generally be those that are customarily
assumed by such officers. Refer to
Section 3 (A-D) for more specific duties.
Section
3(A). Duties of the President. In addition to serving as the Chairman of the
Executive Board, the President shall be responsible for communicating
information with external agencies based on the Executive Board’s various
approved standings in financial, legal, legislative and other pertinent
issues. The President shall have the power
and authority to authorize contracts on behalf of the Corporation once approved
by the Executive Board. The President
shall preside over all quarterly meetings of the membership or may designate an
alternate when necessary. The President
shall appoint or remove all Committee Chairs or Co-Chairs, subject to the
approval of the Executive Board.
Section
3(B). Duties of the First Vice President. The First Vice President shall serve as
Chairman of the Program Committee. He or she may appoint other members to
assist. The First Vice President shall
be responsible for coordinating the quarterly meeting program schedule. This shall include the selection of programs
to be presented, obtaining the appropriate presenters and working with the
Treasurer or any other assistants to make sure that the facility is properly
organized for the function. In the
absence of the President, the First Vice President may have the authority to
authorize contracts on behalf of the Corporation once approved by the Executive
Board. The First Vice President shall
provide sufficient notification of the program schedule in advance of all
quarterly meetings.
Section 3(C). Duties of the Second Vice President/Executive
Secretary. The Second Vice
President/Executive Secretary shall be responsible for maintaining a central
file for the Corporation's business and activities, taking and maintaining
minutes of all Executive Board meetings, and carry out such other duties as may
be assigned by the Executive Board. The
Second Vice President/Executive Secretary shall serve as Vice-Chairman of the
Program Committee.
Section
3(D). The Treasurer shall prepare an
annual budget for presentation to and approval by the Executive Board not later
than sixty
(60) days following the election of officers. The approved budget shall be published by
posting to the Corporation’s website or emailing it to all members together
with the notice of dues.
The Treasurer shall have the care and custody of all funds
belonging to the Corporation and shall deposit all such funds in a bank or
trust company charged to do business in the State of Connecticut.
The Treasurer shall be the only officer authorized to make deposits and
to sign drafts or checks on the Corporation's accounts. The Executive Board may appoint an Assistant
Treasurer if deemed appropriate. No
special account or device may be created that would make it unnecessary for the
Treasurer to sign drafts or checks against it.
The Treasurer shall receive and deposit all payment of dues and shall
forward a list of such payments promptly to the President, First and Second Vice
President/Executive Secretary and the Membership Committee Chairman where
payments relate to membership. The
Treasurer shall present a written accounting of the finances of the Corporation
to the Executive Board at all Executive Board Meetings except for the Annual
Meeting in June and shall provide an annual financial statement to the
membership once the annual audit is complete.
Section
3(E). The Executive Board
may designate an outside party to assist all officers and committees to perform
his, her or their duties.
Section
4. Election of Officers. Officers shall be elected each year at the
Annual Meeting by the voting members of the Corporation and shall hold office
until the next annual meeting or until their successors have assumed office or have
been appointed. An affirmative vote of a
majority of the voting members present shall be required for election from a list of
candidates determined by the nominating committee and/or from nominations from
the floor.
Section
5. Removal. The Executive Board may, by a vote of
two-thirds of its members present at a meeting at which a quorum is present,
remove any officer of the Corporation or Executive Board member from office at
any time, regardless of the term for which the officer or Executive Board
member may have been appointed or elected.
Any
voting member of the Executive Board who fails to attend two (2) Executive Board meetings in any one (1) corporate year shall
automatically be removed from the Executive Board, provided however, that the
Executive Board may, by a simple majority of its members present at a meeting
at which a quorum is present, reinstate said member.
Non-voting members are only required to attend
meetings as appropriate to discuss their various committee activities. They will not be automatically removed for
failing to attend (2) Executive Board meetings in any one (1) corporate
year.
ARTICLE
V: MEETINGS
Section
1. Annual Meeting. The annual
meeting of the Corporation shall be held within the last 60 days of the
Corporation’s fiscal year for the purpose of elections and for the transaction
of such other business as may regularly come before the meeting.
Section 2. Regular and Special Meetings. At least four (4) regular meetings of the Corporation shall be held each year, one of which
shall be the Annual Meeting. Special
meetings may be called at the discretion of the President or by a majority vote
of the Executive Board. The Executive
Board shall determine the time and place for all quarterly meetings and the
First Vice President shall provide sufficient notification of the program
schedule in advance of all said quarterly meetings.
Section
3. The Executive Board shall
meet at least four (4) times per year at the discretion of the President or a
Majority of the Executive Board Members.
Section
4. Rules of Order. All meetings of the Corporation and the
Executive Board shall be conducted in accordance with Roberts Rules of
Order.
ARTICLE
VI: COMMITTEES
Section
1. Nominating Committee. On or before May 1st of each year, the
President shall appoint a Nominating Committee composed of at least three (3) past
Corporation Officers or Board members and up to two (2) members at large, who
are active members and current participants.
One of those appointed members shall be the immediate past president and
will be designated as Chairman. The
Nominating Committee shall recommend a slate of names from the eligible
membership list as candidates for each open office and position on the
Executive Board to be filled by election at the Annual Meeting.
The candidates recommended by the Nominating Committee shall be
included in the notice for the Annual Meeting.
The notice for the Annual Meeting shall also list those members of the
Executive Board who will be continuing terms to which they have been elected at
a prior Annual Meeting.
Additional nominations may also be
made from the floor by any voting members.
Section 2. Special Committees. The President, with the approval of the
Executive Board, shall appoint such other committees as shall be deemed
necessary to carry out the work of the Corporation.
Section
3. Other Committees. The Chairman of each committee shall serve as
ex-officio member of the Executive Board.
The President shall appoint, subject to the approval of the Executive
Board, the following Committee Chairman or Co-chairman:
a.
Membership Committee. The
Chairman of this Committee in conjunction with the Treasurer shall be the
central contact point for persons wishing to apply for membership in the
Corporation and shall be responsible for the membership brochure and database.
b.
Program Committee. The
Program Committee will prepare programs for all meetings. The First Vice President shall serve as
Chairman and the Second Vice President/Executive Secretary shall serve as
Vice-Chairman of the Program Committee.
c.
Education Committee. This Committee shall arrange professional
development programs for the purpose of furthering the objectives of this
Corporation as outlined in its Certificate of Incorporation.
d.
Legislation Committee.
There shall be a Legislation Committee will review Connecticut State
legislation affecting public finance and will advise the Executive Board about any
potential changes to those laws.
e.
Accounting
Standards Committee. The Accounting
Standards Committee shall review and advise the Executive Board, and as appropriate,
the remainder of the membership, about new or proposed Governmental Accounting
Standards.
- Audit Committee. The audit Committee
shall review the financial statements of the GFOA of Connecticut for the fiscal
year ended June 30th. The chairman of the committee shall report their
findings to the President of said organization before the first Executive
Board meeting in the new fiscal year.
- Website
Committee. The Website Committee
shall be responsible for updating the web page as needed including, but
not limited to, job postings and the calendar of upcoming events.
h.
Miklus/Walsh Scholarship Committee. The Miklus/Walsh Committee shall be
responsible for soliciting candidates and making recommendations to the Connecticut
GFOA board for the awards of scholarships.
i.
CT
National Event Committee. The CT
National Event Committee shall be responsible for researching and making
recommendations to the Connecticut GFOA board for an event for its members at
the GFOA of the United States and Canada annual conference.
ARTICLE
VII: AMENDING THE BY-LAWS
Section 1. Amendments.
These by-laws may be altered, amended or repealed in any section or
article, and new by-laws may be adopted, amended, altered or repealed by a
majority vote of the membership present and voting at any regular meeting, only
after the proposed change has been distributed and discussed at a previous
regular meeting.
ARTICLE
VIII: GENERAL MATTERS
Section
1. Fiscal Year. The fiscal
year of the Corporation shall be July 1 through June 30.
Section
2. Waiver of Notice. Whenever
any notice of time, place, purpose or any other matter, including any special
notice or form of notice, is required or permitted to be given to any person by
law or under the provisions of the Certificate of Incorporation or By-laws of
the Corporation, or of a resolution of the directors, a written waiver of
notice signed by the person or persons entitled to such notice whether before
or after the time specified for giving of such notice, shall be equivalent to
the giving of such notice. The Second
Vice President/Executive Secretary of the Corporation shall cause any such
waiver to be filed with or entered upon the records of the Corporation or, in
the case of a waiver of notice of a meeting, the records of the meeting. The attendance of any person at a meeting
without protesting the lack of proper notice, prior to or at the commencement
of the meeting, shall be deemed to be a waiver by such person of notice of such
meeting.
Section 3. Emergency
Powers. In the event the Governor of the State of Connecticut declares a state
of emergency in response to a crisis impacting public health and civil
preparedness, and said state of emergency is in place for at least three (3)
consecutive months, the terms of the current officers and board members will be
automatically extended by one additional year.