HONEOYE VALLEY ASSOCIATION

CHARTER AND BYLAWS

(As amended July, 19, 2015)

ARTICLE I-NAME AND PURPOSE

Section 1: The name of the corporation shall be the Honeoye Valley Association, Inc.,

as incorporated under the laws of the State of New York. The corporation shall be a Type A Civic Property owner Association under Section 201-B of the not-for –profit law

of the State of New York. The address of the Honeoye Valley Association is

P.O. Box 165, Honeoye, N.Y., 14471.

Section 2: The Honeoye Valley Association is dedicated to protecting, preserving and enriching the q      quality of the environment and life experiences in and around Honeoye Lake.

ARTICLE II-MEMBERSHIP

Section 1: The Honeoye Valley Association welcomes all to join.

The membership classes are:

 Single (one vote)

 Household (two votes)

 Business (no voting rights)-Sponsorship to be recognized

 Complimentary (no voting rights)-Memberships shall be reviewed annually by the Board         

 of Directors.

Section 2: The membership dues shall be reviewed and established annually by a two thirds (2/3) vote of the Board of Directors, no later than April 1 of each year.

Section 3: The membership year runs from the date H.V.A. receives dues payment

for the following 12 months. (Active membership)

Active members shall be entitled to vote, as defined in Article II, Section 1, at the Annual meeting.

ARTICLE III-MEMBERSHIP MEETINGS

 

Section 1: The Annual Meeting of the members shall be held at such time and place as the Board of Directors shall determine. Special Meetings of the members shall be held at such time and place, and for such reasons, as the Board of Directors may from time to time determine.

Section 2: Notice of the time, date and location of the Annual Meeting and of any special meetings of the members will be made via email, posting on the website or by additional means approved by the Board, at least 10 days prior to such meeting.

Section 3: One tenth (1/10) of current membership, or 25% of present members, whichever is less, shall be necessary to constitute a quorum for the transaction of business at any meeting of the members. However if there is less than a quorum present at any meeting, a new meeting may be scheduled according to the procedure outline in Article III, Section 2, above.

Section 4-The President of the Board of Directors, or his/her appointee, shall be the chairperson of the Annual Meeting and all Special Meetings of the Honeoye Valley Association. Special Meetings of all the members may be petitioned by a quorum of the members as defined in Article III, Section 3, above.

 

ARTICLE IV-BOARD OF DIRECTORS

Section 1-DUTIES

Except as otherwise required by law or provided by these Bylaws, the business and affairs of this Association shall be vested in its Board of Directors.

Section 2-QUALIFICATIONS

Each Director shall be at least eighteen (18) years of age and be a member of the Association.

Section 3-NUMBER

The number of Directors constituting the entire Board of Directors shall be twelve (12) or as fixed by a vote of a majority of the Board of Directors from time to time.

Section 4-ELECTION

Directors shall be elected for three (3) year terms. One-third (1/3) of the Directors shall be elected at each Annual Meeting. Members shall be entitled to vote for each position as defined in Article II; Section I. Candidates receiving the greatest number of votes shall be elected. Should there be nominations from the floor for a position and a resulting tie; a run-off election will be conducted.

Section 5-VACANCIES

Vacancies on the Board of Directors created for any reason may be filled by the vote of 2/3 of the directors present. This appointment shall be for the balance of the unexpired term.

Section 6-REMOVAL

A Director who has failed to attend three (3) consecutive meetings without good cause or by a vote of no confidence may be removed from office by a vote of two-thirds (2/3) of the Full Board of Directors, and another may be elected by the same vote to serve as outlined in Article IV, Section 5, above.

Section 7-OFFICERS

A. ELECTION

     At their first meeting following the Annual Meeting, the Board of Directors shall,

     from their members, elect a President, Vice-President, Secretary, Treasurer, and any

     other officers as they deem necessary. Each Officer shall serve for two years, or until

     his/her successor shall have been duly elected, or until he/she has resigned, or has

     been removed in the manner provided in Article IV, Section 6.

B. DUTIES

    1. President: The President shall be the Chief Executive Officer of the Association

    and shall, subject to the direction of the Board of Directors, supervise the affairs of

    the Association, and he/she shall perform such other duties, and exercise such other

    functions, as may be designated by the Board of Directors. The President shall also

    preside at all meetings of the Association. The President shall serve a single two year   

    term to be succeeded by the Vice President.

 

  2 Vice President: The duties of the Vice President shall be to assist the President in   conducting the affairs of the Association, and shall perform such other duties and exercise such other functions, as may be designated by the President and approved by the Board of Directors. The Vice President shall serve for two years and then automatically succeed the President.

  3. Secretary: The Secretary shall keep full minutes of all the meetings of the Board of Directors and members of the Association in books provided for this purpose, and shall be the custodian of the records and the Seal of the Corporation. The Secretary shall have such other powers and duties as may be properly designated by the Board of Directors and the President. A recorder/stenographer may be hired by the approval of the Board of Directors to assist the Secretary.

  4. Treasurer: The Treasurer shall keep correct and complete records of accounts for the Association. The Treasurer shall establish and maintain banking arrangements, receive, have custody of, and disburse the Association’s funds as directed by the Board of Directors. The Treasurer shall have such other powers and duties as may be properly designated by the Board of Directors and the President.

        C. EXECUTIVE COMMITTEE

             An Executive Committee shall be formed each year following the election of    

             Officers, consisting of the President, Vice-President, Secretary, Treasurer and     

             the immediate past President who holds active membership status. This

             committee shall function as an advisory group to the Board of Directors to

             provide expertise and continuity to the operation of the Association.

         D. PERSONAL LIABILITY

              The Honeoye Valley Association adopts as a policy the protection of all

              Officers and Directors of the said Association against financial liability for

               acts performed in good faith in the course of their duties for the Association,

               and agrees to indemnify and hold harmless each and every such Officer

               and Director from financial liability, including attorney’s fees reasonably

               incurred in defending such claims made against them personally, provided

               that such acts, upon which claims are based, do not arise from:

               1. Acts committed in bad faith;

               2. Active and deliberate dishonesty, or other deliberate wrong doing;

               3. Acts from which the said Officer or Director gained substantial

                  financial profit, or other substantial personal advantage;

               4. Acts constituting gross negligence

Section 8-BOARD MEETINGS

A. TIME AND PLACE

     Regular meetings of the Board of Directors shall be held at such time and places as   

     the Directors may from time to time determine. Special meetings of the Board of

     Directors may be held at any time upon the call of the President.

 B. NOTICE

      No notice need be given of a regular meeting of the Board of Directors. Notice of

      time and place of every special meeting shall be given to each director personally,

      or by US mail or email at least three days before the meeting.

 

  C. QUORUM

       A majority of the entire Board of Directors shall be necessary to constitute a

        quorum for the transaction of business at each meeting of the board. If at any

        meeting there is less than a quorum present; a new meeting may be scheduled as

        outlined in Article IV, Section 8A.

Section 9-COMPENSATION

        Officers and Directors shall not receive any compensation for their services.

        The Board of Directors may approve compensation for the professional services

         that may be needed or required to perform the affairs of the Association.

 Section 10-COMMITTEES 

 

 A. FORMATION

      The President, with Board approval, may, at his/her discretion, create committees

      which shall have those powers and functions conferred upon them by the President.

      The President shall appoint the Chairperson of such committees.    

B. NOMINATING

     Each year a nominating committee shall be appointed consisting of the Executive       

     Committee and one additional member of the Board selected by the President.

     The committee shall prepare a slate of candidates for election to the Board of

     Directors. Candidate selection will be based on experience, and qualifications submitted

     in written form.

     The Nominating Committee is responsible for recruiting individuals to serve on the

     Board.

ARTICLE V-AMENDMENTS

     The bylaws may be amended by a two-thirds (2/3) vote of the members present

     at the Annual Meeting or at any Special Meeting called for that purpose.