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By-Laws

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 Officersí 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 Corporationís 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 Corporationís 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 Corporationís Executive Board of Directors.

Section 4. Termination of Membership. The right to terminate any membership, is hereby reserved for the Corporationís 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 dayís 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 Boardís 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 Corporationís 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 Corporationís 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. 

 

  1.  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.

 

  1. 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.        

 

 






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