Member in good standing
Board Member in good standing
Code of Conduct

Note:

Membership businesses (Amends Article III , to add Section 4)
Member businesses will be represented to the NYFTTA by a voting delegate as per the member businesses discretion. Member businesses will pay annual dues to the association in an amount determined by the board of directors.

The association year will be June 1 through May 31 of the following year.
Member businesses are considered in good standings if dues are paid by
September 30 of the annual year.

Board of Directors: (Amends Article VI Section 5)

Each board member shall serve on at least one committee.

Removal of a member business, Director, Executive Director, Officer or
Associate: (Amends Article VI Section 7, to include the following)

Removal will occur in a closed executive session.
Any member failing to fulfill board and/or standing committee responsibilities shall be subject to removal by action of the Board.
A determination of removal may occur if the member business owner(s) or
representatives, associate members, Director, Officer or executive director
of the NYFTTA in any form willfully slandering the good name of the NYFTTA or undermined or attempted to undermine the NYFTTA charter or have violated the bylaws of the NYFTTA.
A determination of removal may occur if the member business owner(s)
associate or representatives, director, Officer or executive director slanders any of the NYFTTA's directors.
A determination of removal may occur if the member, associate member,
Director, Officer or executive director of the NYFTTA have been convicted
of a severe New York State, county or Federal crime.
A determination of removal may occur If a director, Officer or executive
director fails to make 4 meeting per association year.

Proposal

Clarification of officer(s), director(s) and/or Executive director considered"in good standing" within NYFTTA.
(Amends Article VI Section 7, to include the following Section 7A)

Effective 6/1/02 the following standards will pertain to any and all elected officer(s), director(s) and/or Executive director, pertaining to qualifications of any officer(s), director(s) and/or Executive director seeking re-election to the NYFTTA board.

Definition of a Director in good standing will encompass the following provisions of Article VI Section 7 and Article III Section 4 of the NYFTTA
bylaws.

Any officer(s), director(s) and/or Executive director May be denied the
opportunity to retain a seat on the NYFTTA board if:

1) officer(s), director(s) and/or Executive director, in any form, willfully slandering the good name of NYFTTA or undermined or attempted to
undermine the NYFTTA charter or have violated the bylaws of NYFTTA.

A) Evidence for Determination of any officer(s), director(s) and/or Executive director willfully slandering the good name of NYFTTA or undermining or attempting to undermine the NYFTTA charter, will be
presented by the audit committee to the nominating committee prior to the
March nomination meeting. Upon validation of any attempt from an officer,
director and/or Executive director willfully slandering the good name of the NYFTTA or undermining or attempting to undermine the NYFTTA charter, by unanimous vote from voting nominating committee members, officer(s),
director(s) and/or Executive director will be denied the opportunity to retain a seat on the NYFTTA board.

If the person sought to be denied nomination for a board position is a member of the nominating committee, then an AD HOC committee, appointed by the President of the Board, shall assume the responsibilities of the nominating committee in determining the eligibility for an officer(s),
director(s) and/or Executive director to retain his/her position on the NYFTTA board. Unanimous vote by voting committee personal is required.

2) Any officer(s), director(s) and/or Executive director are considered in
good standings, if the Member business sponsor's dues are paid by September 30 of the annual year.

3) A determination of denial to retain a board seat may occur if the officer(s), director(s) and/or Executive director of the NYFTTA have been
convicted of a severe New York State, county or Federal crime.

A) Definition of a severe New York State, county or Federal crime:
Evidence for determination of any officer(s), director(s) and/or Executive
director, convicted of a severe New York State, county or Federal crime.
will be presented by the audit committee to the nominating committee prior
to the March nomination meeting. Upon validation of severe New York State, county or Federal crime from the audit committee, by unanimous vote from voting nominating committee members, an officer(s), director(s) and/or
Executive director will be denied the opportunity to retain a seat on the
NYFTTA board.

If the person sought to be denied nomination for a board position is a member of the nominating committee, then an AD HOC committee, appointed by the President of the Board, shall assume the responsibilities of the nominating committee in determining the eligibility of an officer(s),
director(s) and/or Executive director to retain his/her position on the NYFTTA board. Unanimous vote from voting committee personal is required.

* In the event that a objection is raised (from any of the nominating
committee members, any board member, any officer or president of the
association), as to the interpretation of a severe New York State, county
or Federal crime arises, the final interpretation and determination will be
that of the legal committee chairman.

4) A determination of denial to retain a board seat may occur if the
officer(s), director(s) and/or Executive director fails to make 4 meeting
per association year. However, authorized NYFTTA functions, events or
committee meetings will be considered valid meetings, and will fulfill the
officer(s), director(s) and/or Executive director's requirements as a meeting attended. (Article III , Section 4)
A) Exceptions:
The officer(s), director(s) and/or Executive director is "officially excused" from a meeting or function.
a) "Officially excused" is defined as officer(s), director(s) and/or
Executive director responding, verbally or written, that they are unable to
attend a regular or special NYFTTA meetings, NYFTTA sanctioned events, or committee meetings, due to circumstances (personal or other), to the appropriate NYFTTA delegate. "officially excused" will be noted in the
minutes or on the roster at any NYFTTA sanctioned event.
b) Appropriate delegate is defined as the president of the board, the Executive Director or the Secretary of the association.

5) A determination of denial to retain a board seat may occur if the officer(s), director(s) and/or Executive director fails to fulfill his/her Board responsibilities.

If the person sought to be denied nomination for a board position is a
member of the nominating committee, then an AD HOC committee, appointed by the President of the Board, shall assume the responsibilities of the nominating committee in determining the eligibility of an officer(s),
director(s) and/or Executive director to retain his/her position on the NYFTTA board. Unanimous vote from voting committee personal is required.

Upon determination of ineligibility of an officer(s), director(s) and/or
Executive director, to retain a NYFTTA board seat, the secretary of the
association will, in writing, inform the officer(s), director(s) and/or Executive director of his/her ineligibility to retain a position as a director or officer of NYFTTA.

Upon acceptance of this proposal, the bylaw committee will submit this
motion to the entire board for approval and will be considered as an
amendment to the NYFTTA bylaws. At the following meeting and in
conjunction with the NYFTTA bylaws, a quorum present, the sitting board, by a 2/3's majority approval vote from voting members, may adopt the
succeeding motion as a permanent amendment to the NYFTTA bylaws.

Upon adoption, the bylaws committee is ordered to inform the membership, by listing this ruling on the webs site (www.nyftta.org.)

Amended
Passed 12/18/01