September 22, 2022
BY-LAWS
OF THE
HALFMOON SENIOR CITIZEN ASSOCIATION, INC.
ARTICLE I
OFFICE
The principal office of the Corporation shall be in the Town of Halfmoon, County of Saratoga, State of New York.
ARTICLE II
PURPOSES
The purposes for which this Corporation has been organized are as follows:
• To provide, promote, maintain, and support a program for all persons 55 years of age or older.
• To promote a spirit of fellowship, friendship, association, and companionship.
• To maintain, provide and support a program of intellectual stimulation, recreational activities, and other activities for Members.
• To conduct meetings, tours, shows, performances, and trips in connection with and in furtherance of these purposes.
• To apply for and receive individual, private, and governmental grants.
• To solicit and raise funds to be used for the purposes herein.
• To do any other act or thing incidental to or connected with the foregoing purposes or any advancement thereof, but not for the pecuniary profit or financial gain of its members, directors, or officers, except as permitted under Article 5 of the Not-For-Profit Corporation Law.
• To improve the economic and social condition of senior citizens for their physical and mental betterment.
• To provide for the mutual assistance, enjoyment, entertainment, and improvement of its members socially by encouraging them to participate in some form of social interaction and fellowship.
• To promote friendship among its members; to instill in them a high sense of loyalty to each other to stimulate their intellectual advancement and to hold meetings and social gatherings for the better realization of such purposes.
In furtherance of the corporate purposes, the Corporation shall have all general powers enumerated in Section 202 of Not-For-Profit Corporation Laws.
ARTICLE III
MEMBERSHIP
1. QUALIFICATIONS FOR MEMBERSHIP
Individuals must be 55 years of age or older to qualify as a member.
2. MEMBERSHIP MEETINGS
- The business meetings of the Corporation shall be held on the first (1st) Wednesday of each month at 1:00 pm at the Halfmoon Senior Center, 285 Lower Newtown Road.
- A membership roll showing the list of members (names only) as of the record date, certified by the Secretary of the Corporation, shall be produced at any meeting of the members upon the request of any member who has given written notice to the Corporation that such request will be made at least ten (10) days prior to such meeting. All persons appearing on such membership roll shall be entitled to vote at the meeting.
3. SPECIAL MEETINGS
- The Directors may call special meetings of the Corporation. The President or Secretary shall cause a notice of such meeting to be emailed/mailed to all members at their email or home addresses as they appear in the membership roll book at least five (5) 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.
- The Board may hold its meetings at the office of the Corporation or at such other places as it may from time to time determine.
• Since the board consists of all officers, four members selected from the Town of Halfmoon, and three members elected by the membership, seven (7) members are required to be present at a meeting of the Board of Directors to constitute a quorum.
4. ORDER OF BUSINESS
The order of business at all meetings of members shall be as follows:
1. Meeting called to order
2. Reading of the minutes of the preceding meeting
3. Treasurer’s Report
4. Reports of committees
5. Old and unfinished business
6. New business
7. Privilege of the floor for members
8. Adjournment
MEMBERSHIP DUES
- Under 501C (3) nonprofit status: Anyone who wants to support the organization can pay dues as membership fees.
- Members must be up-to date on their dues to participate in any activity.
- Members are required to pay annual dues as established by the board of directors.
- Dues are payable upon joining the organization and thereafter annually by the end of the month of the anniversary of joining the organization.
- The president and vice president or another officer designated by the president may waive annual dues each year for any member he/she feels needs relief from the economic burden of paying dues to maintain membership in the organization.
6. REMOVAL OF MEMBERS
• Any member, in good standing or not, can be removed by the Board of Directors of the Association for behavioral incidents and intimidations detrimental to the health and emotional well-being of other members or Senior Center staff. Any member removed from the membership shall be permanent, with no eligibility for future membership.
Reasons for removal include but are not limited to:
1. Yelling, bullying or intimidation of any member(s) or staff
2. Deliberate disruptions of programs, meetings, activities, etc.
3. Physical and/or threatening actions against any member(s) and/or staff.
4. Engagement in any criminal activities.
REMOVAL PROCEDURES FOR VIOLATIONS OF ITEMS 1 & 2:
1. Verbal and documented warning to the offending member by the Association President and Vice-President.
2. Written warning to the offending member and review with the offending member by the President and Vice-President of the Association.
3. Written removal of the offending member from the membership by the Board of Directors of the Association.
REMOVAL PROCEDURES FOR VIOLATION OF ITEMS 3 & 4:
1. Immediate physical removal of offending member by a peace officer for the safety of all members.
2. Written permanent removal of offending member from the membership by the Board of Directors.
ARTICLE IV
DIRECTORS
1. MANAGEMENT OF THE CORPORATION
The Board of Directors shall manage the Corporation.
2. APPOINTMENTS, ELECTION AND TERM OF DIRECTORS
The Board of Directors shall be comprised of the Officers of the Association and 3 members at large who are elected biennially by the Members of the Association and four (4) individuals appointed to the Board of Directors by the Town of Halfmoon pursuant to a contract for services with the Town of Halfmoon. The Board consists of 11 members. Each Director shall hold office until the expiration of the term for which he/she was elected or appointed or until his/her resignation, death, or removal. A director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the remainder of the term of his/her predecessor’s term.
3. CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
Due to the confidentiality of all Board of Directors/Officers, a Confidentiality and Non-disclosure Agreement must be agreed upon and signed. If a member of the Board of Directors fails to agree and sign this agreement, they can be removed by a majority of the board members.
4. REMOVAL OF DIRECTORS
Any or all the Directors may be removed for cause by vote of the members or by action of the Board.
5. RESIGNATION
A director may resign at any time by giving written notice to the Board, the President, or the Secretary of the Association. 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.
6. NOTICE OF MEETING OF THE BOARD, ADJOURNMENT
Regular meetings of the Board will be held within two (2) months after election of new Board members. Special meetings of the Board shall be held upon notice to the Directors and may be called by the President upon ten (10) days’ notice to each Director either personally or by email/mail. Special meetings shall be called by the President or by the Secretary in a like manner or written request of two (2) Directors.
7. NOMINATIONS
- The President appoints the Chairperson of the nominating Committee, and that Chairperson will conduct the process, including selection of the remaining four (4) members of the Nominating Committee. These members are to be selected from the membership at large at the duly scheduled February meeting of the election year.
- At the May business meeting of the election year, the Nominating Committee will present their slate of nominees. The members attending the said May business meeting may also make nominations from the floor. The Election and the Swearing in of those elected will be held at the end of the June meeting of the election year with all terms being for a period of two (2) years.
8. ADVISORY COUNCIL AND OTHER COMMITTEES
- The Board, by resolution adopted by a majority of the entire Board, may designate from among its members an Advisory Council Committee and other Committees, each consisting of three (3) or more Directors. Each such committee shall serve at the pleasure of the Board.
- Seven (7) members are required to be present at an Advisory Council meeting to constitute a quorum.
ARTICLE V
OFFICERS
1. OFFICERS, ELECTION, TERM
Unless otherwise provided for in the certificate of Incorporation, the members of the Association 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 duties, powers, and functions as hereinafter provided. All officers shall be elected or appointed to hold office for two (2) years. Each officer shall hold office for the term for which he is elected or appointed and until his successor has been elected or appointed. Each officer or member-at-large to the Board of Directors shall hold office for no more than two (2) consecutive terms of two (2) years each unless the office cannot be met with a successor.
2. REMOVAL, RESIGNATION
The members of the Association with cause may remove any officer elected or appointed by the members of the Association. 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 remainder of the term for which they are appointed.
3. PRESIDENT
- The President shall be the Chief Executive Officer of the Association.
- The President shall preside at all meetings of the members and of the Board.
- The President 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. The President is one of the four individuals authorized to sign checks
4. VICE PRESIDENT
- During the absence or disability of the President, the Vice-President shall have the powers and functions of the President.
- The Vice President shall perform such other duties, as the Board shall prescribe
- The vice president is one of the four individuals authorized to sign checks.
5. TREASURER
- The Treasurer shall have the care and custody of the funds and securities of the Corporation and shall deposit said funds in the name of the Corporation in such bank or trust company as the Directors may elect.
- He/she shall, when duly authorized by the Board of Directors, sign and execute all contracts in the name of the Corporation.
- There must be two out of four authorized signatures on all checks, drafts, notes, and orders for the payment of money, which shall be duly authorized by the Board of Directors.
- The four authorized signatures will be the President, Vice President, Treasurer, or Assistant Treasurer.
- He/she shall at all reasonable times exhibit his/her books and accounts to any Director or member of the Corporation upon application at the office of the Corporation during ordinary business hours.
• At the end of each corporate year, a CPA shall audit the accounts of the Corporation. The treasurer shall also present an annual report setting forth in full the financial conditions of the Corporation.
• The Treasurer shall not spend more than FIVE HUNDRED DOLLARS ($500) for a single item except for trips, without the express consent of the Board of Directors.
6. ASSISTANT TREASURER
During the absence or disability of the Treasurer, the Assistant-Treasurer shall have the powers and functions of the Treasurer The assistant treasurer is not a member of the board of directors unless he/she is representing the treasurer. He/she may attend all board meetings but does not have voting rights unless she/he is acting in the treasurer’s absence.
The Assistant Treasurer is one of the four individuals who may be authorized to sign a check.
7. SECRETARY
• The Secretary shall keep the minutes of the General Business, Advisory Council and Board of Directors meetings.
• He/she shall affix and attest the Seal of the Corporation to documents when duly authorized by the Board of Directors.
• He/she shall attend to the giving and serving of all notices of the Corporation.
• He/she shall have charge of such books and papers as the Board of Directors may direct.
• He/she shall attend to such correspondence as may be assigned to him/her.
• He/she shall perform the entire duties incidental to his/her office.
• An alphabetical membership roll of all members of the Corporation with their addresses phone number, email addresses, and emergency contact with phone number must be available to all board members at the office of the Corporation.
8. ASSISTANT-SECRETARY
During the absence or disability of the Secretary, the Assistant-Secretary shall have all the powers and functions of the Secretary. The assistant secretary is not a member of the board of directors unless he/she is representing the secretary. He/she may attend all board meetings but does not have voting rights unless she/he is acting in the secretary’s absence.
9. SURETIES AND BONDS
The director of the senior center is hired by the Town of Halfmoon and therefore is bonded. Members of the board do not have to be bonded.
ARTICLE VI
SEAL
The seal of the Corporation shall be used as required by law.
ARTICLE VII
INVALIDITY/ENFORCEABILITY PROVISION
If any of the provisions of the bylaws of this corporation are deemed invalid or do not comply with the requirements of the not-for-profit corporation law, the provisions shall be amended to comply with said requirements and all other remaining provisions shall remain valid and enforceable in all respects.
ARTICLE VIII
AMENDMENTS
The By-Laws may be adopted, amended, or repealed by the members of the Board of Directors by vote.
Adopted by the Board of Directors September 22, 2022
Nancy Morris President
Gary Shellenbarger Vice-President
Naomi Kruger Secretary
Dorothy Pingelski Assistant Secretary
Ruth Smalley Treasurer
Cheryl Dibble Assistant Treasurer
Al Artliz Member at Large
Dottie Becker Member at Large
Janice Harrington Member-at-Large
Sandy Maclonie Town Appointed
Dana Cunniff Town Appointed
Kelly Catricala Town Appointed
Ross MacNeil Town Appointed