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ARTICLE I -
NAME/ORGANIZATION
The name of the
Association shall be the “Subcontractors Association of Central New York,
Inc.” (SACNY).
The Certificate of
Incorporation was originally field with the New York State Department of
State on December 1, 1971. The Corporation association’s name was amended
to Subcontractors Association of Central New York, Inc. by Certificate of
Amendment filed with the New York State Department of State on June 29,
1999. The address for service of process is c/o EMSI, 523 E. Genesee St.,
Fayetteville, New York 13066.
ARTICLE II -
PURPOSE
1. The primary
purpose of the association shall be to foster, encourage and develop the
best interests of subcontractors, specialty contractors and suppliers in
the construction industry.
2. Additional
purposes of the association shall be:
a. to provide educational opportunities for
its members that relate to the conduct of their business.
b. to seek the reform of abuses relating to
subcontractors, specialty contractors and suppliers; to seek freedom from
unjust or unlawful actions; to disseminate accurate and reliable
information with respect to the construction industry.
c. to deal with trade and promotion problems
of subcontractors, specialty contractors and suppliers.
d. to cooperate with general contractors,
construction managers, architects, engineers and other segments of the
construction. industry and their associations in all lawful matters of
interest to the construction industry.
e. to do any and all other lawful acts to
help the construction industry better serve the public; to promote the
expansion of all construction and to promote any other legitimate common
interest of the members.
f. to cooperate with other associations of
subcontractors, specialty contractors and suppliers, in promoting state
and federal legislation of interest to the members.
ARTICLE III -
MEMBERSHIP
1. Eligibility. Any
person, partnership or corporation actively, lawfully and substantially
engaged in the business of subcontracting, specialty contracting or the
supplying of materials to commercial construction projects who can
demonstrate that its membership would serve to advance the purposes of
the association under Article 11 is eligible for membership subject to
the terms and conditions of the Bylaws.
Also service
companies, such as banks, accounting firms, insurance and bonding
companies, etc. are eligible for membership providing they can
demonstrate that they provide or have provided substantial construction
industry related series for subcontractors, specialty contractors or
suppliers and would serve to foster and advance the purposes of the
association.
Any person,
partnership or corporation which receives more than 40% of its gross
receipts from commercially related construction as a general contractor
shall not be eligible for membership.
2. Application. Any
applicant eligible under Section 1 may make application for membership
utilizing a form designed for that purpose. All applicants must be
recommended for membership by a sponsor and at least one other
association member. Upon receipt of the application and a check in the
full amount of the dues, it shall be reviewed by the Membership Committee
and referred with recommendations to the Board of Directors for approval.
3.
Suspension/Termination of Membership. Membership in the association may
be suspended or terminated by the Board of Directors by a majority vote
at any duly scheduled meeting of the Board of Directors for acts or
conduct detrimental to the good order of the association or for failure
to comply with the Bylaws or other rules of the association as determined
by the Board of Directors. Upon such suspension or termination all rights
privileges and interests of the suspended or terminated member shall
cease; however, the member shall remain liable for his or her obligations
to the association. The period of suspension shall be set by the Board of
Directors. Any member subject to suspension or termination shall be
afforded an opportunity to be heard by the Board of Directors prior to
any suspension or termination.
4. Written
Resignation. Membership in the association may be terminated by written
resignation of member. Written resignation shall not result in
termination of the membership until such resignation is accepted by the
Board of Directors at a duly-scheduled meeting.
5. Member in Good
Standing. A member in good-standing is a member who has no outstanding
association dues, assessments or invoices more than 60 days due and who
has not resigned, been terminated or been placed under suspension by the
Board of Directors.
6. Meetings. There
shall be an annual meeting of the members of the association held at a
regular meeting of the members in April or May of each calendar year, as
selected by the Board of Directors, for the election of directors and for
the transaction of other lawful business. Notice of the annual meeting
shall be mailed together with the association’s monthly newsletter to
each member at his or her last designated address no less than five days
prior to the meeting and shall state the time and place of such meeting
is to be held. In addition, special meetings of the association may be
called by the Board of Directors, provided written notice stating the
time, place and date and purpose of such special meeting shall be given
to each member in writing, postmarked no sooner than five days before
said meeting. In lieu of written notice, such special meetings shall be
lawfully held provided a two-thirds majority (2/3’s) of the members shall
sip a waiver of notice thereof. The order of the business of the
association shall be conducted according to Roberts Rules of Order. The
order of business may be altered or suspended at any time by a majority
vote of the members present.
ARTICLE IV -
DIRECTORS
1. Election. The
business and property of the association shall be managed and controlled
by a Board of Directors, who shall be elected annually by the Members to
hold office until the next annual meeting of the Members. The Directors
shall be chosen by ballot at such meeting by a majority of the votes of
the Members in attendance. Members may cast their ballots by mailing or
by facsimile transmission, so long as such mailing or facsimile
transmission is received by the offices of the association at least two
(2) hours before the annual meeting of the members.
2. Number. The
Board of Directors shall consist of ten directors, five of which shall be
elected for two year terms, at the annual meeting of the members.
Directors shall be elected in staggered terms to the greatest extent
possible such that no more than three directors shall be elected in any
given year.
The Board of
Directors shall also consist of the past President, President, Vice
President, Secretary and Treasurer, who shall have full voting
privileges. Upon the election of a Director to the post of officer, said
Director’s seat shall become vacant, to be filled by the Board of
Directors for the unexpired term or elected by the Membership at the next
annual meeting, as the case may be.
3. Election.
Directors shall be elected at the April or May annual meeting of the
members, at the discretion of the Board. Directors shall take office on
July 1 of each year.
4. Term Limits. No
Director shall serve more than three consecutive two year terms.
The time served by
an officer as a director shall be considered a break-in-service for
purposes of term limits.
5 . Resignation.
Any Director may resign at any time by giving written notice of such
resignation to the Board of Directors.
6. Vacancies. Any
vacancy in the Board of Directors occurring during the year, including a
vacancy created by an increase in the number of Directors, may be filled
for the unexpired portion of the term by the affirmative vote of the
Board of Directors. Any Director so elected by the Board of Directors
shall hold office until the next succeeding annual meeting of the Members
of the Association or until the election and qualification of his or her
successor.
7. Annual Meetings.
Immediately after such annual election of Directors, the newly elected
Directors may meet forthwith at the principal office of the Corporation
for the purpose of organization, the election of officers, and the
transaction of other business, and if a quorum of the Directors be then
present, no prior notice of such meeting shall be required to be given.
The place and time of such first meeting may, however, be fixed by
written consent of all the Directors.
8. Special Meetings
of the Board of Directors may be called by the President and must be
called on the written request of any two members of the Board of
Directors.
9. Notice of
Meetings. Notice of all Directors’ meetings, except as herein otherwise
provided, shall be given by mailing the same at least three (3) days or
by taxing the same at least one (1) day before the meeting to the usual
business or residence address of the Directors, but such notice may be
waived by any Director. Regular meetings of the Board of Directors may be
held upon notice at such time and place as shall be determined by the
Board. Any lawful business may be transacted at any Board of Directors
meeting. At any meeting at which every Director shall be present, even
though without any notice or waiver thereof, any business may be
transacted.
10. Chairperson, At
all meetings of the Board of Directors, the President shall preside.
11. Quorum. At all
meetings of the Board of Directors, a quorum for the transaction of
business shall be at least four (4) Directors. The act of a majority of
the Directors present at any meeting at which there is a quorum shall be
the act of the Board of Directors, except as may be otherwise
specifically provided by statute or by these Bylaws.
12. Removal. Any
Director may be removed from office by the Board of Directors upon the
recommendation of a majority of the Directors at any regular or special
meeting of Directors called for that purpose for nonfeasance, malfeasance
or misfeasance, for conduct detrimental to the interests of the
association, for lack of sympathy with its objects, or for refusal to
render reasonable assistance in carrying out its purposes. Any Director
proposed to be removed shall be entitled to at least five (5) days’
notice in writing by mail of the meeting of the Board of Directors at which
such recommendation for removal is to be considered and shall be entitled
to appear before and be heard by the Board of Directors of such meeting.
13. Powers. All the
corporate powers, except such as are otherwise provided for in these
Bylaws, and in the laws of the State of New York, shall be and are hereby
vested in and shall be exercised by the Board of Directors. The Board of
Directors may, by general resolution, delegate to committees of their own
number, or to officers of the Association, such power as they may see
fit. The Board of Directors shall appoint the Treasurer, Chapter Attorney
and Executive Director. Said appointment shall be reviewed and renewed
annually.
ARTICLE V -
OFFICERS
1 . The officers of
the association shall be a President, Vice President, Treasurer and
Secretary.
2. President. The
President shall preside at all meetings of the Board of Directors and
general membership. The President shall appoint all committee chairs and
approve all other committee appointments acting on the recommendation of
the committee chairman. The President shall call and schedule all regular
and special meetings of the Board of Directors and Membership. The
President shall have, perform and discharge the duties usually pertaining
to such office and have such other powers and duties as the board may
prescribe from time to time.
3 Vice President.
The vice president shall, in the absence of the president, have all of
the powers and duties of the president and shall have such other powers
and duties as the Board of Directors may prescribe from time to time.
4. Treasurer. The
treasurer shall be the financial officer of the association. The
treasurer shall present a monthly financial statement to the Board of
Directors. The treasurer shall be responsible for the collection of all
dues and special assessments and shall report the status of all such
collections to the Board of Directors monthly. The treasurer shall be
responsible for the issuance of checks, in the name of the Association,
and see that they are signed in accordance with resolutions adopted by
the Board of Directors.
5 . Secretary. The
secretary shall be responsible for the records of official actions of the
association. This shall include records and minutes of all actions taken
by the Board of directors and members at official meetings, all votes,
official copies of by-laws, official membership lists, names of committee
chairman and members, appointees and other information which should be
officially recorded. The secretary shall also be responsible for giving
and. publishing all written notes of meetings as required by these
bylaws. The secretary shall have such other powers and duties as the
board may prescribe from time to time.
6. Elections &
Term of Office The officers of the association shall be elected by the
Board of Directors at Directors and shall hold office for a period of one
year unless removed, they resign or until their respective successors are
elected.
The president shall
appoint a Nominating Committee, consisting of three members. The chairman
shall be the immediate past president. The Nominating Committee shall
meet as necessary to prepare a slate of Directors for presentation to the
Members at their annual meeting. The Membership Committee shall also prepare
a slate of officers for presentation to the Board of Directors. All
directors and officers will assume their respective duties on July I st.
An officer may serve no more than two consecutive terms, except the
treasurer, who shall serve at the pleasure of the Board.
No person shall be
eligible to become an officer unless he/she shall have served one year as
a board member.
7. Vacancies. In
the event of a vacancy within the officers of the Association, the Board
of Directors shall be responsible to fill that vacancy for the unexpired
term of that office.
ARTICLE VI -
CONTRACTS
The Board of
Directors, except as in these Bylaws otherwise provided, may authorize
any officer or agent to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the Association, and such
authority may be general or confined to a specific instance; and unless
so authorized by the Board of Directors, no officer, agent or employee
shall have any power or authority to bind the Association by any contract
or engagement, or to pledge its credit, or render it liable pecuniarily
for any purpose or to any amount.
ARTICLE VII -
BOARD OR COMMITTEE ACTION WITHOUT A MEETING, AND MEETING BY
TELEPHONE CONFERENCE
Any action required
or permitted to be taken by the Board of Directors or any Committee may
be taken without a meeting if two-thirds of the members of the Board or
Directors or the Committee consent in writing to the adoption of a
Resolution authorizing the action. The Resolution and the written consents
thereto by the Board of Directors or Committee shall be filed with the
minutes of the proceedings of the Board of Directors or Committee, as the
case may be. Written consents may be filed by any member of the Board of
Directors or Committee by facsimile transmission to the offices of the
association.
Whenever these
Bylaws provide for or require a meeting, such meeting, at the call of the
President thereof, may be held by conference telephone, or similar
communications equipment allowing all persons participating in the
meeting to hear each other at the same time. Participation by such means
shall constitute presence in person at a meeting. At all such meetings
held by conference telephone or similar communications equipment, a
quorum for the transaction of business shall be at least two-thirds of
the Directors elected and acting.
ARTICLE VIII -
INDEMNIFICATION
The Association
shall indemnify any person made, or threatened to be made, a party to an
action or proceeding other than one by or in the right of the Association
to procure a judgment in its favor, whether civil or criminal, including
an action by or in the right of any other corporation of any type or
kind, domestic or foreign, or any partnership, joint venture, trust,
employee benefit plan or other enterprise, which any director, officer or
employee of the Association served in any capacity at the request of the
Association, by reason of the fact that he, his testator or intestate,
was a director, officer or employee of the Association, or served such
other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise in any capacity, against judgments, fines,
amounts paid in settlement and reasonable expenses, including attorneys’
fees actually and necessarily incurred as a result of such action or
proceeding, or any appeal therein, if such director, officer or employee
acted, in good faith, for a purpose which they reasonably believed to be
in, or, in trust employee benefit the case of service for any other
corporation or partnership, joint venture plan or other enterprise, not
opposed to, the best interests of the Association and, in criminal
actions or proceedings, in addition, had no reasonable cause to believe
that his conduct was unlawful.
The Association
shall also indemnify any person made, or threatened to be made, a party
to an action by or in the right of the Association to procure a judgment
in its favor by reason of the fact that they, their testator or
intestate, is or was a director, officer or employee of the Association,
or is or was serving at the request of the Association as a director,
officer or employee of any other corporation of any type or kind,
domestic or foreign, of any partnership, joint venture, trust, employee
benefit plan or other enterprise, against amounts paid in settlement and
reasonable expenses, including attorneys’ fees, actually and necessarily
incurred by him in connection with the defense or settlement of such
action, or in connection with an appeal therein, if such director, officer
or employee acted, in good faith, for a purpose which they reasonably
believed to be in, or, in the case of service for any other corporation
or any partnership, joint venture, trust, employee benefit plan to, the
best or other enterprise, not opposed interests of the Association,
except that no indemnification under this paragraph shall be made in
respect of (1) a threatened action, or a pending action which is settled
or otherwise disposed of, or- (2) any claim, issue or matter as to which
such person shall have been adjudged to be liable to the Association,
unless and only to the extent that the court in which the action was
brought, or, if no action was brought, any court of competent
jurisdiction, determines upon application that, in view of all the
circumstances of the case, the person is fairly and reasonably entitled
to indemnity for such portion of the settlement amount and expenses as
the court deems proper.
The foregoing right
of indemnification shall not be exclusive of other rights to which the
director, officer or employee may be entitled.
Subject to the laws
of New York, the Association may maintain insurance at its expense to
protect itself and any director, officer, employee or agent of the
Association against any expense, liability or loss of the general nature
contemplated by this Article, whether or not the Association would have
the power to indemnify such person against such expense, liability or
loss under the laws of New York.
It is the intent of
this Association to indemnify its officers, directors and employees to
the fullest extent authorized by the laws of New York as they now exist
or may be amended. If any portion of these indemnification provisions
shall, for any reason, be held invalid and unenforceable by judicial
decision or legislative amendment, the valid and enforceable provisions
will continue to be given effect and shall be construed so as to provide
the broadest indemnification permitted by law.
ARTICLE IX -
FISCAL YEAR
The fiscal year of
the Association shall commence on the first day of July in each year, and
shall end on the 30th day of June.
ARTICLE X -
INVESTMENTS
The Association
shall have the right to invest and reinvest any funds held by it,
according to the judgment of the Board of Directors, without being restricted
to the class of investments which a Director is or may hereafter be
permitted by law to make or any similar restrictions.
ARTICLE XI -
AMENDMENTS
These Bylaws may be
amended, altered or repealed and new Bylaws may be added only by the
affirmative vote of a majority of the Board of Directors of the
Association.
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