ARTICLE I. Offices
The principal office of the Corporation in the City of Cheyenne shall be located in the City of Cheyenne, County of Laramie, State of Wyoming. The Corporation may have offices, in the State of Wyoming, as the Board of Directors may designate or as the business of the Corporation may require.
The registered office of the Corporation required by the Wyoming Business Corporation Act to be maintained in the State of Wyoming, may be, but need not be, identical with the principal office in the City of Cheyenne. The address of the registered office and of the principal office may be changed by a majority vote of the Board of Directors. Any change in the registered office or registered agent must be reported to the Secretary of State as required by law.
ARTICLE II. Membership
Section 1. Any public employee of the City of Cheyenne and all retired employees of the City of Cheyenne are eligible to become members of this Association.
Section 2. Employees - An employee for the purpose of membership in this Association is any public employee of the City of Cheyenne. No elected official shall be eligible for membership in the Association, however, said elected officials may voluntarily become special members of the Association under terms and conditions established by the Board of Directors.
Section 3. Any member who voluntarily terminates employment with the City, other than by retirement, shall cease to be a member of the Association and becomes ineligible for benefits at the conclusion of their employment.
ARTICLE III. Dues
Section 1. Dues shall be paid on a calendar year basis.
Section 2. Annual Association dues shall be $48.00 per year to be paid in one lump sum or at the rate of $4.00 per month through payroll deduction. Any change in the amount of the annual dues shall be presented by the Board of Directors at the annual meeting and shall require an affirmative vote of 2/3 of the members present.
ARTICLE IV. Meetings
Section 1. Annual meeting - The annual meeting of the Association shall be held in October on a date set by the Board of Directors. The location of the meeting shall be determined by the voting members of the Board of Directors.
Notice of the meeting shall be given to all members by email or mail, at least ten (I 0) days in advance of the meeting, and the notice shall include information as to time and place of the meeting and the business to be conducted.
Section 2. Special Meetings - Special Meetings shall be called by the President when requested in writing by 20% or more of the Association members, or when requested by a majority of the Board of Directors.
A. Written notice of the members or the Board's request calling for a meeting shall include a brief statement as to the business to be conducted at the meeting.
B. Copies of the written request(s) shall be forwarded to the Secretary of the Association along with a notice of the Special Meeting which will include the time and place that it will be held.
Section 3. Quorum – Those Association members in good standing, present and voting, shall constitute a quorum for the transaction of business at any Annual or Special meeting of the Association.
ARTICLE V. Board of Directors
Section 1. General Powers - The business and affairs of the Association shall be managed by its Board of Directors.
Section 2. Number and tenure - The number of Directors of the Association shall be nine (9). The term of office shall be two years for all members of the Board of Directors of the Association. Terms of the Directors may be staggered at the discretion of the Board.
Section 3. Meetings of the Board of Directors - The Board of Directors shall have regular meetings at least once every two (2) months as designated by the President. A quorum of directors shall be five (5). Regular meetings of the directors shall be held on the third Tuesday of each month or at the discretion of the Board. Written notice of regular meetings shall be provided to all members not less than seven (7) days in advance.
Section 4. Special Meetings of the Board - The President shall have the authority to call Special Meetings of the Board of Directors. Notice of Special Meetings of the Board shall be mailed or emailed to the members of the Board by the Secretary at least five (5) days prior to such meetings.
NOTICE OF SPECIAL MEETINGS OF THE BOARD SHALL BE PROVIDED TO THE MEMBERS OF THE BOARD BY THE SECRETARY AT LEAST TWENTY -FOUR (24) HOURS PRIOR TO SUCH MEETING
Section 5. Election of members of the Board of Directors - At least two (2) months prior to the Annual Meeting of the Association, the President of the Board shall appoint a nominating Committee, consisting of five members of the Association or have the Secretary send out a nomination sheet to all members to submit nominations for the Board.
Section 6. Duties of the Nominating Committee - The Nominating Committee shall nominate a minimum of two members for each position to be filled and shall notify the Board of the Nominations. Rules and regulations for voting in absentia shall be set by the Board of Directors. A Notice of the annual Meeting shall be emailed or mailed to each Association member in good standing in accordance with Article IV. Subsection 1 of these By-Laws. The notice shall include a ballot for voting. All voting will be strictly by ballot.
Section 7. Installation of Members of the Board of Directors – The Directors elected at the Annual Meeting shall take office the first day of January following the Annual Meeting and shall continue in office until their successors are duly elected and installed.
Section 8. Vacancies - All Vacancies occurring among the members of the Board of Directors shall be filled by a member of the Association in good standing by a majority vote of the remaining Board Members and they shall serve until their successors are elected at the next Annual Meeting of the Association.
Section 9. Organization of the Board of Directors - Immediately after the Annual Meeting of the Association, the Board of Directors shall meet and select from the newly elected, a President, a Vice-President, Secretary and Treasurer, who shall hold office for the ensuing year. All other Board Members shall be Members-at-Large.
Section 10. Duties of the Board of Directors - The Board of Directors shall have the power to make such rules and regulations to effectively manage and conduct the affairs of the Association; to control and invest the funds of the Association; to regulate the expenditure of funds of the Association; to approve for payment all bills and obligations of the Association and for such other matters as are deemed necessary for the operation of the Association.
Section 11. Employees of the Board - The Board of Directors shall have the authority to appoint administrative and clerical assistance and shall determine the compensation of such help.
Section 12. Compensation - The members of the Board of Directors of the Cheyenne Public Employees Association, Inc., shall serve without compensation and under no circumstances shall they receive any salary for participation in their meetings. Expenses may be paid to members of the Board of Directors for attending meetings provided such expenses are authorized by a resolution passed by the Board of Directors.
Section 13. If a member of the Board of Directors misses (3) consecutive meetings, the board may elect, by unanimous vote, to remove said member from office and fill the position until the next election.
Article VI. Offices
Section 1. Number - The officers of the association shall be a President, Vice President, Secretary, and Treasurer each of whom shall be selected by the Board of Directors from its elected members. Other officers and assistant officers may be elected or appointed by the Board of directors.
Section 2. Election and Terms of Office - The Officers of the Association shall be selected by the members of the Board of Directors for a one year term. Each officer shall hold office until his successor has been duly elected.
Section 3. Removal - Any officer elected or appointed by the members of the association may be removed by the members of the Association whenever in its judgment the best interests of the Association would be served. A SPECIAL MEETING SHALL BE CALLED BY THE BOARD OF DIRECTORS AND A 2/3 MAJORITY VOTE OF THE MEMBERSHIP IN ATTENDANCE SHALL BE REQUIRED FOR REMOVAL OF SAID OFFICER. Special Meetings shall be called by the President when requested in writing by 20% or more of the Association members, or when requested by a majority of the Board of Directors.
Section 4. President - The President shall be the principal executive officer of the Association and shall in general, supervise and control all of the business and affairs of the Association. The President shall, when present, preside at all meetings of the members of the Association and of the Board of Directors. The President may sign, along with the Secretary or any other designated Officer of the Association, authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized the President to execute. The President may be required to perform other duties that may be directed by the Board or required by the By-Laws of the Association.
Section 5. Vice-President - In the absence of the President, the Vice-President shall perform the duties of the President. In addition, the Vice-President shall perform such other duties that may be assigned by the President or by the Board of Directors.
Section 6. Secretary - The Secretary shall; (a) keep the minutes of the annual meeting of members and of all Board of Directors meetings (b) ensure all notices are provided in accordance with the provisions of the By-Laws or as required by law, (c) be the custodian of association records and of the SEAL of the Association and shall affix said Seal to Association documents as required (d) keep a register of the names and post office addresses of the members of the Association in good standing, (e) may sign, along with the President or other authorized officer, all instruments, contracts and other obligations of the Association (f) share general charge of the books of the Association and shall perform such other duties as may be required by the President, Vice-President, members of the Board of Directors, or by the By-Laws of the Association.
Section 7. Treasurer - The Board of Directors may appoint a Treasurer of the Association who shall serve without compensation. The Treasurer need not be a member of the board of Directors. The Treasurer shall; (a) have charge and custody of and be responsible for all funds and securities of the Corporation (b) receive and receipt for monies due and payable to the corporation and deposits all monies in the name of the Corporation in such banks or other depositories selected by the Board of Directors, (c) be bonded together with the Deputy Treasurer if any, for the faithful discharge of duties in such sum and surety as the Board of Directors shall determine. The bond shall be paid by the Association. The Treasurer and/or Deputy Treasurer shall make a full report at the Annual Meeting, concerning all monies, books, papers and other properties of the Association and shall deliver said report(s) to their successor(s) in office. The Treasurer and/or Deputy Treasurer shall also perform such other duties assigned to them by the President or Board of Directors.
Section 8. Audit - An audit of the books of the Association shall be made annually or at every change of office of the Treasurer, by two (2) members appointed by the Board of Directors or the Association, or by a qualified accountant.
ARTICLE VII. Contracts, Loans, Checks and Deposits
Section 1. Contracts - The Board of Directors may authorize the President or Vice-President to enter into any contract, or execute and deliver, any instrument in the name of and on behalf of the Association. Such authority shall be extended to the initiation of loans and other evidences of indebtedness by the Association. All such instruments, contracts, or other documents shall be signed by the President or Vice-President and attested to by the Secretary.
Section 2. Checks - All checks, drafts and other instruments for the payment of money shall be signed by the Treasurer, and President or Vice-President or Secretary of the Association.
Section 3. Deposits - All funds of the Association shall be deposited in such banks and other depositories as the Board of Directors may direct.
ARTICLE VIII. Committees
Section 1. The President of the Board of Directors may appoint those committees that he or she deems necessary. Each committee shall consist of at least three (3) members and a majority thereof shall constitute a quorum.
Section 2. Duties of the Legislative Committee - It shall be the duty of the Legislative Committee to investigate proposed measures which may be initiated or introduced in the State Legislature and City Council and to report the results of such investigations to the President of the Board of Directors. Furthermore, to recommend to the Association what legislation, in its best judgement, will be beneficial to the members of the Association and to the general welfare of the employees of the City of Cheyenne.
Section 3. Duties of the Publicity Committee - It shall be the duty of the Publicity Committee to inform the members of the Association and the citizens of Cheyenne as to the purpose of the Association.
Section 4. Duties of the Membership Committee - It shall be the duty of the Membership Committee to carry out a program for recruitment of new members.
ARTICLE IX. Legal Services
Section 1. Legal Fees - After one year as an Association member, a person will be eligible, at the discretion of the Board, for legal consultation with an attorney of the Board’s choosing to advise the member on work related matters. The Association’s obligation for attorney fees paid on behalf of any member shall not exceed the sum of $500 with respect to any one issue. The sum of $500 will only be granted one time per member. The Association shall have no obligation to participate in any consultation or meeting with legal counsel, and the Association does not take a position on any legal issue and/or the advice given by any attorney.