ARTICLE I – OFFICES
ARTICLE II – PURPOSES
ARTICLE III – MEMBERSHIP
ARTICLE IV– MEMBERSHIP MEETINGS
ARTICLE V – MEMBERSHIP DUES
ARTICLE VI – DIRECTORS
Management of the Corporation
Change in Number of Directors
Election and Term of Directors.
Vacancies
Removal of Directors
Resignation of Directors
Quorum of Directors
Action of the Board
Annual Meeting
Regular Meetings
Special Meetings
Meetings and Order of Business
Committees
ARTICLE VII – OFFICERS
Offices, Election, Term
Removal, Resignation, Salary
President
Vice President
Secretary
Treasurer
Acting Secretary
ARTICLE VIII – SEAL
ARTICLE IX – DISCIPLINARY
ARTICLE XI – ANTI-DISCRIMINATION POLICY
ARTICLE X – AMENDMENTS
BY LAWS OF EAST HAMPTON SPORTSMEN’S ALLIANCE INC.
ARTICLE I – OFFICES
The principal office of the corporation shall be in the Town of East Hampton, County of Suffolk, State of New York. The corporation may also have offices at such other places within or without this state as the board may from time to time determine or the business of the corporation may require.
ARTICLE II – PURPOSES
The purposes for which this corporation has been organized are as follows:
To form, operate and maintain a club for the association of sportsmen in order to preserve, protect and advance the heritage of hunting, fishing, trapping, shellfishing and other wildlife activities within the Town of East Hampton; To take appropriate action to maintain and expand available land for such use; To comply with existing laws and cooperate with East Hampton Town, New York State Department of Environmental Conservation and other governmental agencies in consideration and implementation of new laws; To protect and conserve our natural resources while preserving and expanding wildlife habitats; To hunt, fish, trap, clam and participate in all sportsmen’s activities in a safe, ethical and responsible manner; To provide a responsible and unified voice to the community; To do any other act or thing incidental to or connected with the foregoing purposes or in advancement thereof, but not for the pecuniary benefit or financial gain of its members, directors or officers, except as permitted under Article 5 of the New York Not for Profit Corporation Law.
ARTICLE III – MEMBERSHIP
Members must be at least eighteen (18) years old, be a legal resident of the Town of East Hampton or own real property within the Town of East Hampton, pay any initiation and/or annual membership fee or assessment as determined by the Board of Directors and meet any and all other requirements as determined by the Board of Directors as they deem appropriate to fulfill the Purposes of the corporation.
The Board of Directors, by a two thirds (2/3) vote, may create other non-voting classes of membership including, but not limited to, Associate Memberships and Family Memberships. In the event that a Family Membership is approved by the Board of Directors, only one member thereof shall be entitled to vote.
ARTICLE IV– MEMBERSHIP MEETINGS
The annual membership meeting of the corporation shall be held on the _________________________ of November each year.
Regular or special membership meetings of the corporation shall be held as determined by the Board of Directors.
Notice of the date, place and time of any and all membership meetings shall be given in writing and/or by email to the last known such address to every member in good standing at least seven (7) days in advance thereof. In addition and with respect to special meetings, any notice to the membership must state the purpose of said meeting.
The presence at any membership meeting of at least twenty (20%) of the total membership shall constitute a quorum to conduct the business of the corporation. However, a lesser number may adjourn any such meeting.
Only voting members in good standing may vote.
All such meetings shall be conducted in accordance with the provisions of Article VI, paragraph 12 herein below.
No member may vote at any membership meeting by proxy.
ARTICLE V – MEMBERSHIP DUES
Prospective voting members, who have otherwise met the requirements of membership, shall pay such annual dues and additional assessments, as may be determined by Board of Directors, and shall be considered a voting member as of the date of payment thereof. Dues shall not be prorated regardless of the date of membership.
Any member whose dues or assessments have not been paid in full within thirty (30) days of their due date shall be deemed suspended and a letter advising the member of the suspension shall be delivered either by hand or by mail or email to the last known address. The member so suspended may appear in person before the board to request that the suspension be lifted. If the board elects to reinstate the member, an additional penalty may be levied.
ARTICLE VI – DIRECTORS
Management of the Corporation.
The corporation shall be managed by the board of directors which shall consist of five (5) directors. Each director shall be at least twenty-one (21) years of age. The board of directors shall have full and sole power and authority to interpret these By-Laws and each and every one of them, and its decision on all such questions shall be final, binding and conclusive.
Change in Number of Directors.
The number of directors may be increased or decreased by vote of the majority of all of the directors, but in no event shall there be less than three (3) directors. No decrease in number of directors shall shorten the term of any incumbent director.
Election and Term of Directors.
At each annual meeting of members the membership shall elect directors to hold office as follows:
At the initial such meeting, Three (3) directors shall be elected for two (2) year terms, and two (2) directors shall be elected for one (1) year terms. Thereafter, and upon expiration of such terms, all directors shall be elected for two (2) year terms. All terms begin on January 1 and expire on December 31 of each year.
Each director shall hold office until the expiration of the term for which he was elected (or appointed) and until his successor has been elected or until his prior resignation or removal.
Vacancies
The President may appoint, subject to the approval of the board of directors, any voting member to fill a vacancy on the board for the balance of the term created by the vacancy. The appointee may be elected to a full term at the conclusion of the appointment.
Removal of Directors.
Any or all of the directors may be removed for cause by majority vote of the board of directors.
Resignation of Directors.
A director may resign at any time by giving written notice to the board, the president or the secretary of the corporation. The acceptance of the resignation shall not be necessary to make it effective.
Quorum of Directors.
A majority of the entire board shall constitute a quorum for the transaction of business. A majority of the board present, without a quorum, may adjourn a meeting.
Action of the Board.
The vote of a majority of the directors present at the time of the vote shall be the act of the board. Each director present shall have one (1) vote.
Annual Meeting.
The annual meeting of the board shall be held at the same place and immediately following the annual meeting of the members.
Regular Meetings.
Regular meetings of the board may be held without notice at such time and place as it shall from time to time determine.
Special Meetings
Special meetings of the board shall be held upon notice to the directors and may be called by the president, or upon the written request of three (3) directors, upon three (3) days’ notice to each director either personally or by email. Notice of such a meeting need not be given to any director who submits a waiver of notice either before or after the meeting or who attending the meeting without protesting the lack of notice to him.
Meetings and Order of Business.
The President, or Vice President in his absence, shall preside at all meetings of the board of directors and the membership.
The order of business at all such meetings shall be as follows:
Reading of minutes of the preceding meeting;
Treasurer’s Report;
Reports of Committees;
Reports of Directors;
Old business;
New business;
Adjournment.
Unless otherwise provided in these By-Laws or required by law, Roberts Rules of Order shall apply to the conduct of all meetings.
Committees.
The board, by resolution adopted by a majority of the entire board, may designate any standing or other committee as may be appropriate to fulfill the purposes of the corporation. Each such committee must consist of at least one (1) director and shall serve at the pleasure of the board.
ARTICLE VII – OFFICERS
Offices, Election, Term.
The board shall elect a president, vice president/treasurer and secretary, from among the directors, each to hold a term of one (1) year. All officers shall be elected at the annual meeting of the board in November, to hold office from January 1 – December 31 of the following year.
The board may, at its option, choose to appoint a secretary who is not a director but a qualified member.
Removal, Resignation, Salary.
Any officer elected by the board may be removed by the board for cause. In the event of the death, resignation or removal of an officer, the board may elect or appoint a successor to fill the unexpired term. Any two (2) or more offices may be held by the same person, except the offices of president and secretary. No officers shall receive a salary.
President
The president shall preside at all meetings of the corporation and of the board and have all powers and perform all duties usually incident to that office.
Vice President
The Vice President shall have all the powers and perform all the duties of the president in the absence of or during the inability of the president to act.
Secretary
The Secretary shall keep a record of all proceedings and meetings of the corporation and of the board, and maintain the membership roll. He shall issue notices for all meetings, conduct the correspondence and have custody of the seal and all records of the corporation and board, except for such records as pertain to the office of Treasurer. In general, he shall have the powers usually incident to that office and shall perform such other duties as may be requested of him by the board.
Treasurer
The treasurer shall keep accounts of the corporation, which shall at all times be open to the inspection of the board. He shall render statements to the board at every board meeting and whenever requested and shall have custody of all books of account and other books of financial record. In general, he shall have the powers usually incident to that office and shall perform such other duties as may be requested of him by the board.
Acting Secretary
The board may appoint an acting secretary for any meeting where the secretary is absent.
ARTICLE VIII – SEAL
The seal of the corporation shall be as follows:
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ARTICLE IX – DISCIPLINARY
Any member may be expelled, suspended or subjected to other disciplinary action at any time for conduct deemed prejudicial to the interest of the corporation by a two-thirds (2/3) vote of the members of the board present at a regular or special meeting.
Written notice of the charges pursuant to this Article shall be delivered by hand or by certified mail, return receipt requested, to the last known billing address of the member at least ten (10) days prior to said meeting. The member shall have the right to attend and to be heard concerning such charges.
ARTICLE XI – ANTI-DISCRIMINATION POLICY
The corporation is committed to maintaining an environment in which all members and prospective members are treated with respect and dignity. Corporate activities and relationships must be free of bias and prejudice. The corporation prohibits discrimination and or harassment in all its programs and activities on the basis of race, color, national origin, gender, religion, age, disability, political beliefs, sexual orientation, and marital or family status.
ARTICLE X – AMENDMENTS
The board may alter, amend or repeal the By-Laws by an affirmative vote of three-fifths (3/5) of the entire board.