BY-LAWS
ARTICLE I – OFFICES
The principal office of the corporation shall be 3330 Pratt Rd. Town of Batavia, County of Genesee, 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 promote private free enterprise in the field of land improvement contracting and related industries, to make the general public aware of the need as well as the benefits of proper water management and land improvement practices, to encourage the development of high standards of workmanship among the land improvement contractors of New York in cooperation with such local, county, state and federal agencies that have mutual interest and to develop unity and harmony among the contractors through social activities.
To sponsor only high quality work and workmanship by the members of this association. For the benefit of the customer and to build an earned confidence in the members of this association and to prevent the construction program from standing still, the members of the association assure each other and the public that only work of recognized good standards will be undertaken.
Ever mindful of the need for the educational enlightenment of the general public on the necessity of a sound soil and water management system if our state and nation is to long continue as a prosperous and desirable place in which to live, we pledge to cooperate with Department of Agriculture and its various agencies to promote soil conservation in the State of New York.
ARTICLE III – MEMBERSHIP
Qualification for Membership:
Any individual, partnership, firm, corporation or agency engaged directly or indirectly in furthering the purposes, objectives and the principles of this corporation shall be eligible for membership in an appropriate class.
“Regular” members shall be bona fide active land improvement contractors or engaged in a related field of contracting.
“Associate” members shall be actively engaged in manufacturing or selling materials, equipment, supplies or related items pertaining to land improvement.
“Affiliate” members must be an owner-partner, or work for a member of Associate member firm.
“Honorary” members shall be regular members (or former officer, partner, proprietor of a regular member) retired from active participation in land improvement contracting and such others who by devotion to the principals of this association, in the opinion of the Board of Directors’ merit such membership.
Only regular members shall vote for Director, except that the Associate members shall vote for the Associate Director.
Membership Meetings
The annual membership meeting of the corporation shall be held in the month of January each year. The Executive Director shall cause to be mailed to every member in good standing at his or her address, as it appears on the membership roll book of the corporation, a notice stating the time and place of the Annual Meeting. Such notice shall be mailed no less than 20 days before the date of the meeting. The presence at any membership meeting of not less them one-tenth of the total number of votes entitles to be cast shall be necessary to conduct the business of the corporation; however, a lesser number may adjourn the meeting for a period of not more than four weeks from the date scheduled by the by-laws and the Executive Director shall cause a notice of the rescheduled date of the meeting originally called. A quorum as herein before set forth shall be required at any adjourned meeting.
A membership roll showing the list of members as of the record date, certified by the Executive Director of the corporation, shall be produced at any meeting of members upon the request therefore of any member who has given written notice to the corporation that such request will be made at least 10 days prior to such meeting. All persons appearing on such membership roll shall be entitled to vote at the meeting.
Special Meetings:
Special meeting of the corporation may be called by the Directors. The Executive Director shall cause a notice of such meeting to be mailed to all members at their addresses as they appear in the membership toll book at least 10 days before the scheduled date of such meeting, Such notice shall state the date, time, place and purpose of the meeting and by whom called.
No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.
Fixing Record Date:
For the purpose of determining the members entitled to notice of, or to vote at, any meeting of members or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining the members entitled to receive any distribution or any allotment of any rights, or for the purpose of any other action, the board shall fix, in advance, a date as the record date for any such determination of members. Such date shall not be more than fifty, nor less than ten days before any such meeting, nor more than fifty days prior to any other action.
Action by Members with a Meeting:
Whenever members are required or permitted to take any action by vote, such action may be taken without a meeting by written consent, setting forth the action so taken, signed by all the members entitled to vote thereon.
Order of Business:
The Order of Business at all meetings of members shall be as follows:
1. Roll Call
2. Reading of the minutes of the preceding meeting
3. Reports of Committees
4. Reports of Officers
5. Old and Unfinished Business
6. New Business
7. Good and Welfare
8. Adjournment
Membership Dues and Assessments:
A. Annual membership dues, payable in advance, shall be:
Regular Members: $275.00
Associate Members: $275.00
Affiliate Members: $40.00
Honorary Members: None
B. If the National LICA dues are raised the New York Chapter LICA dues will be automatically raised by the same amount.
C. Any member who has not paid their dues by the annual State Convention will not be able to participate in the New York LICA annual business meeting.
D. Special assessments may be levied only on regular members. At least 21 days notice of a meeting to consider a proposition to impose a special assessment shall be given to all members and such proposition must be approved by three-fourths of the regular members voting.
E. Members who fail to pay dues, subscriptions, or assessments with thirty days from the time they become due, shall be notified by the Executive Director, and if payment is not made within the next succeeding thirty days, shall be reported to the Board of Directors as in arrears, and if so ordered by the Board, shall be dropped from the rolls and therefore forfeit all rights and privileges of membership.
ARTICLE IV – DIRECTORS
Management of the Corporation:
The corporation shall be managed by the Board of Directors which shall consist of seven Directors, one of whom shall be elected by the Associate Members for a one year term. Each Director shall be a least nineteen years of age.
Election and Terms of Directors:
At each annual meeting of members, the membership shall elect two Directors to hold office for three years. One Associate Director shall be elected by the Associates for a term of one year. Each Director shall hold office until the expiration of the term for which he or she was elected, and until his successor has been elected and shall have qualified, or until his prior resignation or removal. The terms of Directors shall start at the March meeting of the Board of Directors. Newly elected Directors are requested to attend the February meeting of the Board prior to their term starting at the March meeting.
Increase of Decrease in Number of Directors:
The number of Directors may be increased or decreased by vote of the members or by a vote of a majority of all the Directors. No decrease in number of Directors shall shorten the term of any incumbent Director.
Newly Created Directorship and Vacancies:
Newly created directorships resulting from an increase in the number of Directors and vacancies occurring in the board for any reason except the removal of Directors without cause may be filled by a vote of a majority of the Directors then in office, although less than a quorum exists, unless otherwise provided in the certificate of incorporation. Vacancies occurring by reason of the removal of Directors without cause shall be filled by vote of the members. A Director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his predecessor.
Removal of Directors:
Any or all of the Directors may be removed for cause by vote of the members or by action of the board. Directors may be removed without cause only by a vote of the members.
Resignation:
A Director may resign at any time by giving written notice to the board, the President or the Secretary of the Corporation. Unless otherwise specified in the notice the resignation shall take effect upon receipt thereof by the board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.
Quorum of Directors:
Unless otherwise provided in the Certificate of Incorporation, a majority of the entire board shall constitute a quorum for the transaction of business or of any specified item of business.
Action of the Board:
Unless otherwise required by law, the vote of a majority of the Directors present at the time of the vote, if a quorum is present at such time, shall be the act of the board. Each Director present shall have one vote.
Place and Time of Board Meeting other than Regular Annual Meetings:
The board may hold its meetings at the office of the Corporation or at such other places, either within or without the State, as it may from time to time determine.
Regular Annual Meetings:
Regular Annual Meeting of the board shall be held immediately following the Annual Meeting of members at the place of such Annual Meeting of members.
Notice of Meeting of the Board, Adjournment:
Regular meeting of the board may be held without notice at such time and place as it shall from time to time determine. Special meeting of the board shall be held upon notice to the Directors and may be called by the President upon three days notice to the Directors either personally or by mail or by wire; special meetings shall be called by the President or the Secretary, in a like manner or written request of two Directors. Notice of a meeting need not be given to any Director who submits a waiver or notice whether before or after the meeting or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to him.
Chairman:
At all meeting of the board, the President, or in his absence, a chairman chosen by the board shall preside.
Executive and Other Committees:
The board, by resolution adopted by a majority of the entire board, may designate from among its members and executive committee and other committees, each consisting of three or more Directors. Each such committee shall serve at the pleasure of the board.
ARTICLE V – OFFICERS
Offices, Election, Term:
Unless otherwise provided for in the Certificate of Incorporation, the board may elect or appoint a President, one or more Vice-Presidents, a Secretary and a Treasurer, and such other officers as it may determine who shall have such duties and functions as hereinafter provided. All officers shall be elected or appointed yearly at the meeting of the Board following the Annual Meeting of members and shall begin their term of office at the March meeting of the Board of Directors. Each officer shall hold office for the term for which he is elected or appointed and qualified.
Removal, Resignation and Salary:
Any officer elected or appointed by the board may be removed by the board with due cause. In the event of the death, resignation or removal of an officer, the board in its discretion may elect or appoint a successor to fill the unexpired term. Any two or more offices may be held by the same person, except the offices of President and Secretary. The salaries of all officers shall be fixed by the board.
President:
The President shall be the chief executive officer of the Corporation; he shall preside at all meeting of the members and of the board; he shall have the general management of the affairs of the Corporation and shall see that all orders and resolutions of the board are carried into effect. He shall appoint standing and special committees from the membership at large other than committees of the board.
Vice-Presidents:
During the absence or disability of the President, the Vice-President or if there are more than one, the senior Vice-President, shall have all the powers and functions of the President. Each Vice-President shall perform such duties as the board shall prescribe and the President shall designate.
Treasurer:
The Treasurer shall have the care and custody of all the funds and securities of the Corporation in such bank or trust company as the Directors may elect; he shall when duly authorized by the board of Directors, sign and execute all contracts in the name of the Corporations, he shall also sign all checks, drafts, notes and orders for the payment of money, which shall be duly authorized by the board of Directors. He shall at all reasonable time exhibit his books and accounts to any Director of member of the Corporation upon application at the office of the Corporation during ordinary business hours. At the end of each corporate year, he shall have an audit of the accounts of the Corporation made, and shall present such audit in writing at the Annual Meeting of the members, at which time he shall also present an annual report setting forth in full the financial conditions of the Corporation.
Assistant-Treasurer:
During the absence or disability of the Treasurer, the Assistant-Treasurer, or if there are more than one, the one so designated by the Secretary or by the Board, shall have the power and function of the Treasurer.
Secretary:
The Secretary shall keep the minutes of the board of Directors and also the minutes of all membership meetings, in the absence of the Executive Director.
Executive Director:
The Executive Director shall serve at the pleasure of the board of Directors. He or she shall have the custody of the seal of the Corporation and shall affix and attest the same to documents when duly authorized by the board of Directors. He or she shall attend to the giving and serving of all notices of the Corporation, and shall have charge of such books and papers as the board may direct; he or she shall attend to such correspondence as may be assigned to him or her, and perform all the duties incidental to his or her office. He or she shall keep a membership roll containing the names, alphabetically arranged, of all persons who are members of the Corporation, showing their place of residence and the time they became members.
Assistant-Secretary:
During the absence or disability of the Secretary, the Assistant-Secretary or if there are more than one, the one so designated by the Secretary or by the Board, shall have the power and function of the Secretary.
Sureties and Bonds:
In case the board shall so require, any officer or agent of the Corporation shall execute to the Corporation a bond in such sum and with such surety as the board may direct, conditioned upon the faithful performance of his duties to the Corporation and including responsibility for negligence and for the accounting for all property, funds, or securities of the Corporation which may come into his hands.
ARTICLE VI – SEAL
ARTICLE VII – CONSTRUCTION
If there be any conflict between the provisions of the Certificate of Incorporation and these by-laws, the provision of the certificate of Incorporation shall govern. The provisions of Not-For-Profit Corporation Law shall apply where these By-laws are silent or in case of conflict on mandatory rights.
ARTICLE VIII – AMENDENTS
The by-laws may be adopted, amended or repealed by the members at the time they are entitled to vote in the elections of Directors. By-laws may also be adopted, amended or repealed by the board of Directors, but any by-law adopted, amended or repealed by the board may be amended by the members entitled to vote thereon as hereinbefore provided.
If any by-law regulating an impending election of Directors is adopted, amended or repealed by the board, there shall be set forth in the notice of the next meeting or members for the election of Directors the by-law so adopted, amended or repealed, together with a concise statement of the changes made.
ARTICLE IX – FISCAL YEAR
The fiscal year of the Corporation shall be from October 1st to September 30th.
ARTICLE X – DISSOLUTION
In the event of dissolution, all of the remaining assets and property of the Association shall after necessary expenses, thereof be distributed to such organizations as shall qualify under section 501 © (3) of the Internal Revenue Code of 1954, as amended, or, to another organization to be used in such manner as in the judgment of a Justice of the Supreme Court of the State of New York will best accomplish the general purpose for which this Corporation was formed.
