BY-LAWS of the SACANDAGA TASK FORCE FOR SENIOR LIVING, INC. Amended 5/19/2015
A New York Not-For-Profit Corporation
ARTICLE I ORGANIZATION
1. The name of the organization shall be THE SACANDAGA TASK FORCE FOR SENIOR LIVING, INC., hereafter referred to as the Organization.
2. The Organization shall have a seal which shall be in the following form: a circular seal bearing the name of the corporation: THE SACANDAGA TASK FORCE FOR SENIOR LIVING and the state of its incorporation: NEW YORK. 3. The area served by the Organization shall be: Benson, Bleecker, Broadalbin (Town and Village), Day, Edinburg, Hadley, Hope, Mayfield (Town and Village), Northampton, Northville, Providence, and Wells.
4. The Organization may change its name at its pleasure, by a vote of the membership body.
ARTICLE II PURPOSES
The following are the purposes for which the Organization has been organized: To establish and provide affordable housing for senior citizens and senior living facilities for the general welfare and benefit of the public, including but not limited to purchasing and owning real estate; providing services in connection with the management, maintenance and repair of any such housing; providing other services that may be necessary in connection with establishing housing and facilities for senior citizens.
The public or quasi-public objective to be served under Section 201(b) of the New York Not-for-Profit Corporation Law by each business activity undertaken pursuant to this section is specifically to provide affordable housing for senior citizens who meet certain financial guidelines. By providing this service the corporation will lessen the dependency of these individuals on the government for financial assistance for housing. Nothing herein shall authorize this corporation, directly or indirectly, to engage in or include among its purposes any of the activities mentioned in Not-for-Profit Corporation Law Section 404 (b) through (v).
In furtherance of its corporate purposes, the corporation shall have all general powers enumerated in Section 202 of the Not-for-Profit Corporation Law, together with the powers to solicit grants and contributions for corporate purposes.
ARTICLE III MEMBERSHIP
Membership in this organization shall be open to all persons interested in the goals of the Organization, namely to provide adequate and appropriate living facilities and services for senior residents of the communities served by the Organization.
ARTICLE IV MEETINGS
The annual membership meeting of the Organization shall be held during the month of May each and every year with date, time and locations to be determined by the Board of Directors.
The Secretary shall cause every member in good standing to be notified at least 30 days in advance, either by post or electronic means, at his or her address as it appears in the membership roll book of the Organization. This notice shall tell the time and place of such annual meeting.
Regular meetings of the Organization shall be held in the Village of Northville, New York.
The presence of not less than twenty percent (20%) of the members entitled to vote, in person or by proxy, shall constitute a quorum and shall be necessary to conduct the business of this organization, but a lesser percentage may adjourn the meeting for a period of not more than one week from the date scheduled by these By-Laws and the secretary shall cause a notice of this scheduled meeting to be sent to all those members who were not present at the meeting originally called. A quorum as herein before set forth shall be required at any adjourned meeting that is reconvened.
The President may call special meetings of the Organization when he or she deems it for the best interest of the Organization. Notice of such meeting shall be sent, either by post or electronic means, to all members at their addresses as they appear in the membership roll book at least ten (10) days before the scheduled date set for such special meeting. Such notice shall state the reasons that such meeting has been called, the business to be transacted at such meeting and by whom the meeting was called. At the request of a majority of the members of the Board of Directors or a majority of the members eligible to vote, the President shall cause a special meeting to be called, but such request must be made in writing at least ten (10) days before the requested scheduled date.
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.
ARTICLE V VOTING
Only members who have paid their annual dues are in good standing and are eligible to vote. 1. Directors shall be elected by written ballot.
2. For election of directors: ballots shall be provided, and there shall not appear any place on such ballot that might tend to indicate the person who cast such ballot.
3. For election of Secretary and Treasurer: ballots shall be provided, and there shall not appear any place on such ballot that might tend to indicate the person who cast such ballot.
A nominating committee will be approved by the Board of Directors at its December meeting. It shall include at least three members including one non-director elected at the previous annual meeting to serve on the nominating committee for the following year. The nominating committee shall not include any directors up for election the following May.
At any regular or special meeting, if a majority so requires, any question may be voted upon in the manner and style provided for election of officers. At all votes by ballot the chair of such meeting shall, prior to the commencement of balloting, appoint a committee of two persons who shall act as "Inspectors of Election" and who shall, at the conclusion of such balloting, certify the results in writing to the chair and the certified copy shall be physically affixed to the minutes of that meeting in the minute book. No inspector of election shall be a candidate for office or shall be personally interested in the question voted upon.
ARTICLE VI ORDER OF BUSINESS FOR ANNUAL MEETING
1. Roll Call. 2. Reading of the Minutes of the preceding meeting. 3. Reports of Committees. 4. Reports of Officers. 5. Unfinished Business. 6. New Business. 7. Adjournments.
ARTICLE VII BOARD OF DIRECTORS
The business of the Organization shall be managed by a Board of Directors consisting of eleven (11) members, together with the officers of the Organization. All of the Directors shall be full time residents of Fulton, Saratoga, Hamilton, Montgomery or Warren Counties.
Individuals eligible to stand for election for director shall have been members for a period of not less than six (6) months, and shall be in good standing. The Board of Directors by a supermajority vote of not less than three-fourths of the directors entitled to vote may waive any eligibility requirement for election of directors.
The directors to be chosen for the ensuing year shall be elected at the annual meeting of the Organization. Directors shall serve for a term of three (3) years and shall be designated Group A, Group B, and Group C directors. At the first annual meeting following the adoption of by-laws, Group A directors will be elected for an initial term of one (1) year, Group B directors will be elected for an initial term of two (2) years, and Group C directors will be elected for an initial term of three (3) years. Any additions to the number of Directors shall be distributed with respect to their elected terms such that each of Groups A, B, and C remains approximately equal in number.
The Board of Directors shall have the control and management of the affairs and business of the Organization. Such Board of Directors shall only act in the name of the Organization when it shall be regularly convened by its chair after due notice to all the directors of such meeting.
A majority of the members of the Board of Directors entitled to vote shall constitute a quorum and the meetings of the Board of Directors shall be held monthly unless waived, with the date to be established at the immediately proceeding meeting of the board.
Each director shall have one vote and such voting may not be done by proxy.
The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary.
A vacancy in the Board of Directors shall be filled by a majority vote of the members of the Board of Directors entitled to vote for the balance of term remaining applicable to the Director Group in which the vacancy is created.
The President of the Organization by virtue of his or her office shall be Chair of the Board of Directors.
The Board of Directors shall select a clerk to record the minutes and records of the Board in appropriate books.
The Board of Directors may entertain charges against any director. A director shall be removed if he/she misses 5 or more scheduled monthly board meetings during the course of a year or 3 consecutive scheduled monthly meetings or may be removed when sufficient cause exists for such removal following a removal hearing. A director may be represented by counsel at any removal hearing. The Board of Directors shall adopt such rules for this hearing, as it may in its discretion consider necessary for the best interests of the Organization.
ARTICLE VIII OFFICERS
The officers of the Organization are President, Vice President, Secretary, and Treasurer. The Secretary and Treasurer shall be elected at the annual meeting and serve until the next annual meeting. The President and Vice President shall be elected by the Board of Directors at their first meeting following the annual meeting, and serve a one-year term.
Officers, other than the President and the Vice President, are not required to be directors of the Organization. Officers may be members of the Board of Directors.
The President shall preside at all membership meetings and by virtue of his or her office be Chair of the Board of Directors.
The President shall: 1. present at each annual meeting of the Organization an annual report of the work of the Organization, 2. cause all committees to be formed and appointed, temporary or permanent, 3. see that all books, reports, and certificates required by law are properly kept or filed, and 4. be one of the officers who may sign the checks or drafts of the Organization. tion.
The President shall have such powers as may be reasonably construed as belonging to the chief executive of any organization.
The Vice President shall, in the event of the absence or inability of the President to exercise his or her office, become acting President of the Organization with all the rights, privileges, and powers as if he or she had been the duly elected President.
The Secretary shall: 1. record the minutes and records of the Organization in appropriate books, 2. file any certificate required by any statute, federal or state, 3. give and serve all notices to members of the Organization, 4. be the official custodian of the records and seal of the Organization, 5. present to the membership at any meetings, any communication addressed to the Secretary of the Organization, 6. submit to the Board of Directors any communications, which shall be addressed to the Secretary of the Organization, 7. attend to all correspondence of the Organization, 8. and be one of the officers who may sign the checks and drafts of the Organization.
The Secretary shall exercise all duties incident to the office of Secretary.
The Treasurer shall: 1. have the care and custody of all monies belonging to the Organization and shall be solely responsible for such monies or securities of the Organization, 2. cause all funds to be deposited in a regular business checking account or savings account, except that the Board of Directors may cause funds to be placed in investments as shall be lawful for a non-profit corporation in this state, 3. prepare each month a written account of the finances of the Organization and such report shall be physically affixed to the minutes of the next meeting of the Board of Directors, and 4. be one of the officers who may sign checks or drafts of the Organization.
The Treasurer shall exercise all duties incident to the office of Treasurer. No special fund may be established without a majority vote of the Board of Directors.
No officer of the Organization shall, for reason of his or her office, be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director from receiving any compensation from the Organization for duties other than as a director or officer.
ARTICLE IX SALARIES
The Board of Directors shall hire and fix the compensation of all employees that they in their discretion may determine to be necessary for the conduct of the business of the Organization.
ARTICLE X COMMITTEES
The Board of Directors shall approve appointments to all committees of the Organization.
ARTICLE XI DUE
The dues of this organization shall be paid annually according to the dues schedule established by the Board of Directors.
ARTICLE XII AMENDMENT
These By-Laws may be altered, amended, repealed, or added to by an affirmative vote of a majority of members entitled to vote.
ARTICLE XIII CONSTRUCTION
In the event of any conflict between the provisions of the certificate of Incorporation and these by-laws, the provisions of the certificate of incorporation shall govern.
Adopted by a vote of the membership on the 19th day of May 2015