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By-Laws of the New England Consortium of State Labor Relations Agencies
ARTICLE 1 - NAME
The name of this organization shall be the New England Consortium of State Labor Relations Agencies.
ARTICLE II - OBJECTIVES
It shall be the purpose of the New England Consortium of State Labor Relations Agencies (“Consortium”) to develop and maintain a regional organization designed to provide training and a forum for exchange of ideas and experiences in the field of labor relations. The Consortium has the goal of raising the professional quality of public services performed by and through the neutral state labor relations agencies of the various New England states and of encouraging and promoting high standards of mediation, conciliation, fact-finding, arbitration and adjudication in the public and private sectors.
The Consortium shall endeavor to develop the public’s interest in labor relations, and to aid labor, management, and the public in obtaining a better understanding of their respective responsibilities in the private and public sectors..
The Consortium shall have the power to do all things necessary and advisable for the accomplishment of the foregoing purposes.
ARTICLE III - MEMBERSHIP
The membership shall consist of the following state agencies, namely, the Maine Labor Relations Board, the New Hampshire Public Employee Labor Relations Board, the Vermont Labor Relations Board, the Massachusetts Labor Relations Commission, the Massachusetts Board of Conciliation and Arbitration, the Rhode Island Labor Relations Board, the Connecticut State Board of Mediation and Arbitration, the Connecticut State Board of Labor Relations, the Connecticut State Department of Education, the Massachusetts Joint Labor-Management
Committee for Municipal Police and Fire, and the New York State Public Employment Relations Board. If there have been new neutral state labor relations agencies formed within the six New England states and/or if circumstances warrant within those six states or any state adjacent thereto, a state labor relations agency from any one or more of the aforesaid states may be admitted to membership in the Consortium by a two-thirds (2/3) vote of the Board of Directors, present and voting provided a quorum is present.
A member agency may be placed on inactive status by a two-thirds (2/3) vote of the Board of Directors for failure to participate in Consortium activities, and any such agency may be reinstated to active status upon a two-thirds (2/3) vote of the active agency representatives on the Board provided an application for reinstatement has been duly received by the Executive Director.. Any member agency can resign from the Consortium upon notice to the Executive Director.
All fees or charges related to meetings, functions, conferences, seminars, publications, or services of the Consortium shall be established by the Board of Directors; such fees or charges may be established separately for members and non-members of the Consortium.
ARTICLE IV - ORGANIZATIONAL STRUCTURE
The Consortium will be governed by a Board of Directors which will consist of the chief executive officer or his/her designated representative from each state labor relations agency which is a member. The Board of Directors shall appoint an Executive Director of the Consortium who shall be responsible for the administration of its policies, the initiation and transmittal of documents and vouchers, and the keeping of the minutes of the meetings of the Board of Directors.
There shall be a Fiscal Agent/Treasurer who shall maintain all financial books, records and documents of the Consortium; shall receive all revenue; shall be bonded by an amount determined by the Board of Directors, if it determines bonding is desirable; shall pay all bills after authorization; shall keep a full and complete record of all receipts and disbursements; shall compile such statistics and other data as may be required by the Board of Directors; shall perform such other duties as may be directed by the Consortium at its annual meeting or by the Board of Directors; and shall present such reports as appropriate at the annual meeting of the Consortium.
The Fiscal Agent shall be appointed by the Board of Directors at the annual meeting and shall serve at the pleasure of the Board of Directors.
ARTICLE V - EXECUTIVE DIRECTOR
There shall be an Executive Director of the Consortium who shall have been appointed by the Board of Directors at the annual meeting who shall serve at the pleasure of the Board of Directors. It shall be the responsibility of the Executive Director to engage in correspondence on behalf of the Consortium, to initiate and transmit documents on behalf of the Consortium, to initiate and submit for review and transmittal necessary forms in compliance with any grants obtained by the Consortium, to approve financial authorizations and/or expense vouchers for valid expenses incurred on behalf of the Consortium, to keep the minutes of the meetings of the Board of Directors of the Consortium, and to perform such other duties as are from time-to-time directed by the Board of Directors.
The Executive Director shall preside at all meetings of the Consortium and of the Board of Directors and shall preserve order during said meetings; he or she shall set the agenda for the meeting after consulting with the Board of Directors.
ARTICLE VI - BOARD OF DIRECTORS
The Consortium will be governed by the Board of Directors which shall consist of the executive officer or his/her designee of each of the various state labor relations agencies who are members. The verification of any director, if questioned, may be established by receiving in writing a certification from the chief executive officer of any of the various state labor relations agencies who are members. Each director shall hold office until a successor director shall have been nominated and approved by his/her parent state labor relations agency.
The Board of Directors shall be responsible for the control and management of the affairs, property and interests of the Consortium, and it may exercise all powers in and on behalf of the Consortium. It shall meet at least annually at a location within the six New England states to be designated in the call for the meeting. The annual meeting shall be noted in the call for such meeting. Annual or special meetings of the Board may be called by the Executive Director or by thirty percent (30%) of the membership of the Board of Directors.
Notice of annual or special meetings shall be mailed directly to each director, addressed to him/her at the usual place of business of his/her state labor relations agency, said notice to be given at least ten (10) days prior to the date on which the meeting is to be held. Notice of any special meeting shall not be required to be given to any director who shall attend such meeting without protesting, prior thereto or at its commencement, the lack of notice, or who submits a signed waiver of notice before or after the meeting.
The Board of Directors shall be empowered to create such committees and/or subcommittees as it, from time-to-time, deems appropriate for the accomplishment of its goals and objectives.
At all meetings of the Board of Directors, the presence of a majority of the entire Board shall be necessary and sufficient to constitute a quorum for the transaction of business.
In the absence of a quorum at a Board of Directors meeting a quorum may be achieved by mechanical means.
The fiscal year shall be June 1st through the following May 31st.
The annual meeting shall be held within four (4) months after the close of the fiscal year unless otherwise determined by the Board of Directors. The place and date of the next annual meeting shall be determined by the membership at its annual meeting or by the Board of Directors.
There shall be no voting by proxy or absentee ballot at any meetings of the Consortium or the Board of Directors.
ARTICLE VII - AMENDMENTS
The Board of Directors shall have the power to make, adopt, alter, amend and repeal, from time-to-time, the by-laws of the Consortium; however, no by-law shall be amended, altered, repealed, or otherwise, unless such action has been annotated in the call for the meeting of the Board of Directors which would consider such action and unless notice thereof has been given to the various members of the Board of Directors, consistent with the provisions therein, at least ten (10) days prior to the meeting at which such action is to be taken.
ARTICLE VIII - FRATERNAL
The Consortium will maintain fraternal relations with other associations with similar interests and may accept invitations to send delegates to the meetings of such associations. The Board of Directors shall name the delegates who shall represent this Consortium. The Consortium may admit to its annual meetings official delegates from such other associations provided the Board of Directors approves their attendance and the Executive Director issues the invitations.
ARTICLE IX - VISITORS AT MEETINGS
In recognition of their services to the Consortium and in order that the Consortium may continue to benefit from their experience after their separation from a member agency, past representatives of member agencies shall be entitled to attend and participate in meetings, except that they may not hold office, serve on committees or vote, and provided further that such visitors may not attend executive sessions of the Consortium. Other individuals also may attend the meetings under terms established by the Board of Directors. The Board of Directors may elect Honorary Membership on such terms as it may deem appropriate.
ARTICLE X - DISSOLUTION
Upon dissolution of the Consortium or the termination of its affairs, the assets of the Consortium remaining after the payment of all its debts shall be distributed exclusively to one or more organizations qualifying for tax exemption under the provisions of Section 501(c)(3) of the Internal Revenue Code of 1974, as amended, as selected by the Board of Directors.
ARTICLE XI - EFFECTIVE DATE OF AMENDMENTS
These by-laws shall supersede all previous by-laws.
©2009 New England Consortium of State Labor Relations Agencies