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By Laws Of The Alpaca Breeders of Western New York Article 1- Name The name of the organization will be: Alpaca Breeders of Western New York. (ABWNY) Article 2 – Purpose 2.1 To promote public awareness of alpacas. 2.2 To educate the membership on the care and breeding of the alpacas. 2.3 To promote the growth of the alpaca industry in our area. Article 3 - Membership 3.1 Membership area will include farms in the 8 Western NY counties; Niagara, Orleans, Genesee, Wyoming, Erie, Chautauqua, Cattaraugus, and Allegany. 3.2 Any person or organization with residence within the 8 Western New York counties interested in the purposes of ABWNY may become members. Membership shall be granted upon written application submitted in the form and manner specified by the Secretary of ABWNY and accompanied by dues. 3.3 The annual dues will be set by the Board of Directors at the annual meeting. Each paid Farm/membership is equal to one vote. 3.4 Founding Members are those members who join ABWNY in 2005 with a $100 membership fee. 3.5 Each Farm/membership will have one vote on all matters submitted to a vote of the membership. 3.6 The Board of Directors, by affirmative vote of the majority of members may suspend or revoke the membership status of any person, if in the judgment of the majority; such action is in the best interests of the association. Article 4 - Meetings of Members 4.1 There will be an Annual Meeting of the Membership in March of each year called by the Board of Directors. At the annual meeting of the membership, the members shall transact such business as shall properly come before them. 4.2 Written notice of the annual meeting stating the location, date and hour of the annual meeting will be mailed by first class mail or email to each member not less than twenty (20) not more than forty- Five (45) days before the date of the meeting. If a vote of the membership is required, such notice will include a ballot for each member having voting rights to cast their vote. 4.3 Thirty percent (30%) of all farm/members entitled to vote at any duly noticed membership meeting shall constitute a quorum at such meeting. For purposes of establishing a quorum, any mail ballots duly certified shall be considered as if the Member was present. If a quorum is not present, a majority of the members present may adjourn the meeting to another time without future notice. Article 5 - Board of Directors 5.1 The property, affairs and business of the Association shall be managed and directed by it Board of Directors. The Board of Directors shall set policy, appoint officers, and perform the duties as set forth in the By-Laws. The Board of Directors may, at their sole discretion, adopt the findings of any duly constituted committee or outside consultants. Directors must be members in good standing of the Association. 5.2 The Board of Directors shall be comprised of no less than five (5) members and no more than seven (7) members. The Board of Directors may by resolution fix the number of Members between these stated limits. Initially, the five(5) Members of the Board of Directors shall be divided at the organizational meeting into three (3) groups, as nearly equal in numbers as possible, serving one (1), two (2), and three (3) year terms, and the terms of one third (1/3) of the Members of the Board of Directors shall expire each year. Following the expiration of the initial terms of office, the term of office of each member shall be two (2) years. Whenever the Board of Directors shall by resolution increase or decrease the number of elective members of the Board of Directors, such increase or decrease shall be arranged so that, as nearly as possible, the terms of office of one-third (1/3) of the Members shall commence upon the adjournment of the Annual Meeting at which such Director is elected. A Director shall be eligible for re-election to succeed himself or herself. All expired terms shall be filled by election at the Annual Meeting of the Membership, according to Section 4.2 and Article 8. Directors may serve for an unlimited number of terms, providing that a minimum of one (1) year’s absence from the Board shall occur after any (2) consecutive terms. All Members of the Board of Directors shall be elected pursuant to Article 8. Directors shall be natural persons who have attained the age of 18. Members of the Board of Directors and Officers must be farm members of the Association with a physical presence in the State of New York 5.3 Any vacancy occurring in any Directorship shall be filled by the remaining Directors, even though less than a quorum of the Board of Directors is remaining in office. The vacancy shall be filled by affirmative vote of majority of the remaining Directors. A Director appointed to fill a vacancy shall complete the unexpired term of his or her predecessor in office. 5.4 The Board of Directors of the Association may hold meetings, both regular and special, either within or without the State of New York. The minutes of the meeting shall be taken by the Secretary and be available to the Membership. 5.5 The Annual Meeting of the Membership, for the purpose of electing Directors, Officers and transacting such other business as may be brought before the meeting, shall be held each year without notice on the second Sunday of March. The Board of Directors may by resolution provide for the time and place of other regular meetings, and no notice of any such meetings need be given. Special meetings of the Board of Directors may be called by the President or by two (2) Members of the Board of Directors, and written notice of time and place of such meeting shall be given to each Member of the Board of Directors by first class mail, or in person at least two (2) days before the meeting. Any Member of the Board of Directors may execute a waiver of notice either before or after any meeting, and shall be deemed to have waived notice if he or she is present at such meeting. Neither the business to be transacted at, nor the purpose of, any such meeting of the Board of Directors need be stated in the notice or waiver of notice of such meeting. 5.6 At all meetings of the Board of Directors, a majority of the Directors in office at any time shall constitute a quorum for the transaction of business, and the act of a majority of voting Directors present at a meeting where there is a quorum present shall be in the act of the Board of Directors, except as may be otherwise specifically provided by law, by the Articles of Incorporation, or by these By-Laws. 5.7 Unless otherwise restricted by the Articles of Incorporation or by these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if a majority of the Board of Directors or committee, as the case may be, consent thereto in writing, setting forth the action so taken, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee. Such consent may have the same force and effect as an affirmative vote of the Board of Directors. 5.8 Directors shall not be entitled to any compensation for their services as Directors or Members of any committee of the Board of Directors, except that by resolution of the Board of Directors, a Director shall be allowed reimbursement for any reasonable expenses incurred on behalf of the Association and expenses, if any, for attendance at each meeting of the Board. Any such compensation shall be budgeted for at the annual Meeting of the Membership. Article 6 – Officers 6.1 The officers of ABWNY will consist of a President, Vice President, Secretary and Treasurer. Such officers will be elected by a majority vote of the Board of Directors. No offices may be held concurrently by the same member. 6.2 The officers of ABWNY will not be entitled to any compensation except that by resolution of the membership. Officers shall be allowed reimbursement for any reasonable expenses incurred on behalf of the association. Any such compensation shall be budgeted and approved by the members. 6.3 Each officer will hold his or her position for a period of 2 years starting in March of 2008. 6.4 A vacancy in any office, resulting from any cause, may be filled by appointment by a majority vote of the Board of Directors for the remaining portion of the term. 6.5 The officers of the Association shall each have powers and duties as generally pertain to their respective offices. A) President. The President shall be chief executor of the association and shall be responsible for the general and active management of the business of the Association. The President, with the Secretary or any other proper officer of the association, shall have the power and authority to execute all contracts requiring a seal. The President has ability to delegate specific duties to committee members when desired. B) Vice President. In the absence of the president or in the event the President’s inability to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers and be subject to all the restrictions upon the president. The Vice President shall perform such other duties as from time to time may be assigned to him or her by the President. C) Secretary. The Secretary shall attend all meetings and record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for any committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the membership. The Secretary, with the President, shall have authority to affix the corporate seal of the association to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary. D) Treasurer. The Treasurer shall have charge and custody of, and be responsible for all the funds of the association. He/she shall keep full and accurate accounts of all receipts and disbursements in the books belonging to the association and shall deposit all monies and other valuable effects in the name and credit to the association in such depositories as may be designated by the officers or the Treasurer. The Treasurer shall disburse the funds of the association as may be ordered by the President or the officers, taking proper vouchers for such disbursements, and shall provide to the President, and officers, at its regular meetings or when the officers so request, an account of all transactions by the treasurer and of all the financial condition of the association. In the case of the Treasurer’s death, resignation, retirement or removal from office, all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the association, shall be immediately returned to the possession of the association. If required by the officers of the association, the Treasurer shall give bond for faithful discharge of his or her duties in such sum and with such surety or sureties as the Officers determine. Article 7 - Committees 7.1 The Board of Directors, by resolution adopted by the majority of directors, may designate from among the members, one or more committees, which may consist of a chairperson and regular members. Any such committee shall provide information and recommendations for action to be voted upon by the Board of Directors. Except as otherwise provided in such resolution, members of each committee shall be Members of the association. The president shall appoint the members thereof with the majority approval of the Board of Directors. Any member thereof may be removed by a majority vote of the Board of Directors if the best interest of the association shall be served by such removal. The designation and appointment of any such committee and the delegation of authority thereto shall not operate to relieve the officers or any individual officers, of any responsibility imposed by law. 7.2 The president will appoint one person to be chairperson and lead each committee. 7.3 Vacancies in the membership of any committee may be filled by appointments made in the manner as provided for the in the case of the original appointments. 7.4 Unless other wise provided in the resolution of the officers designating a committee, a majority of the members present at a meeting at which a quorum is present shall be the act of the committee. Article 8 - Nomination and election of officers. 8.1 The Board of Directors will select a committee 2 or 3 months before elections. The nominations committee will actively recruit and nominate candidates for election for the ensuing terms. The committee will try and recruit two members for each vacancy on the board of Directors . The secretary shall prepare the ballots and email them to members entailed to vote. 8.2 10% of members in good standing of the association, may nominate one or more candidates for Office by petition delivered to the nomination committee not less than 45 days prior to the annual meeting of the membership. 8.3 All nominees must be members in good standing of the association. Nominations will be closed 45 days before the annual meeting of the membership. The nominating committee may request that nominees individually submit a statement on behalf of their candidacy no later than 5 weeks before the annual meeting. The form of the statement and its distribution to the membership shall be established by the nominating committee, which shall decide any question of compliance with standards that the committee may establish with respect to such form. 8.4 The Secretary shall assume the duties of the Inspector of Elections, otherwise the Nomination committee will select a member in good standing who is not currently an officer or a member of the nominating committee or an electoral candidate. The Inspector will be responsible for supervising the election, collecting and counting the ballots, tabulate the results and report in writing to the membership the names of those elected. The candidates may request and receive the number of votes received by each candidate. Each candidate may designate an observer to be present during the vote count 8.5 At least 30 days prior to the annual meeting, the ballots will be emailed, or mailed on request, by the Secretary to the membership. The ballot may be accompanied by the statements of each nominee in the approved form by the nominating committee. 8.6 Each farm/member entitled to vote shall exercise his or her right to vote by personal delivery of ballot at annual meeting or mailing the ballot to the Inspector of Election. No mailed ballot will be counted unless postmarked by the date set be the inspector of Elections. (Date will be indicated on ballot) 8.7 The Inspector of Elections or the President may complete the election and announce the results as soon as practical after the election but prior to the close of the annual meeting of the membership. Article 9 - General provisions 9.1 The Secretary will maintain a book with the minutes of each meeting and list of the membership. This book will be available to the membership upon request. The treasurer will provide a verbal treasurers report to the membership at each meeting. He or she will provide written copies of report upon request. 9.2 The fiscal year of the association shall be the calendar year ending December 31. 9.3 The proceedings at all meetings of the membership shall be governed by Roberts Rules of Order unless otherwise specified by the by-Laws. 9.4 The corporate seal shall have the name of the association, the year of its organization and whatever else is required by the state of NY. The seal may be used by causing it, or a facsimile thereof to be impressed or affixed or reproduced. In the event it is inconvenient to use such a seal at any time, the signature of the association, those authorized by the officers, followed by the word “seal” enclosed in the parenthesizes shall be deemed the seal of the association. Article 10 Amendments. 10.1 Amendments to the By-Laws may be proposed by a petition signed by 10% of the members in good standing or by the majority of the officers of the association. The By-Laws may be amended by a 2/3 affirmative vote, including votes by mail, of all members entitled to vote at the annual meeting of the membership. 10.2 Amend by laws by adding section 5 –Board of Directors – March 11, 2007 |
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