Johnson City Partners Inc.
A Not-For-Profit Corporation
Incorporated Under The Laws of
The State of New York
August 20, 2007
Article I-Name, Purpose & Mission Statement
The name of the Corporation shall be"Johnson City Partners, Inc." hereafter referred to as either "Corporation" or "organization".
Johnson City Partners is organized exclusively for Charitable Purposes under Section 501 (c) 3 of the Internal Revenue Code, or corresponding section of any future federal tax code.
3. Mission Statement.
The Mission of the Johnson City Partners is to increase economic opportunity in the Village of Johnson City while preserving its historic character.
The principal office of the Corporation shall be in the Village of Johnson City of Broome County of New York State.
1. Qualifications for Membership.
Members must possess a strong commitment to themissionof the organization, as stated under Article I. Members must also adhere toSection 4 of this article entitled Code of Conduct. There is no residential, employment, or property ownership requirement.Members are expected to commit either personal time or an annual monetary donation to help further the purposes of the organization.
2. Membership Dues.
Currently there are no dues required. Dues may be determined at a future date. Any member may make a monetary donation of any amount at any time.
3. Registering a Membership.
Prospective members shall fill out a Membership Application. Members are responsible for keeping their contact information up-to-date by notifying the Corresponding Secretary of any changes.
4. Code of Conduct.
A. All members are expected to act in a courteous and respectful manner at all times when representing the organization at events, activities and meetings. The use of vulgar language and/or disorderly conduct will not be tolerated.
B. Members shall not solicit funds, nor promise services or actions on behalf of the organization without first being granted permission by either the president, or by a minimum of three officers, or by a quorum vote of the membership at a Regular or Annual Meeting.
C. Violations of this Code of Conduct may be dealt with in an Executive Session of the Officers who shall decide on an action which may includerevoking the person's membership. In respect to Section A of this Code, an officer shall not be treated differently than any other member.
5. Conflict of Interest.
Officers and Members shall not participate in activities in which their personal interests would interfere with their performance of duties to the organization or would result in personal, financial, professional, or political gain. All Officers and Members shall execute an annual Conflict of Interest Policy Disclosure Form.
1. Parliamentary Authority.
Unless inconsistent with these Bylaws, the latest revision of Robert's Rules of Order shall govern all meetings of the organization.
The presence at any Annual or Regular Meeting of no fewer than three (3) officers plus two (2) members shall constitute a quorum and shall be necessary to conduct the business of the Organization, however, a lesser number may opt to continue such meeting, for informational purposes only.No votes shall be taken at meetings without a quorum. Annual Meetings must be rescheduled within 2 weeks for the purpose of the Election of Officers. The Corresponding Secretary shall notify all those members not present at the adjourned Annual Meeting of the rescheduled meeting date.
3. Regular Meetings.
Regular Meetings of the organization shall be held on the second Wednesday of each month unless otherwise directed by the Officers. Meetings will be held at a location to be determined by the Officers.
4 The Annual Meeting.
The Annual Meeting of the organization shall be held in February. The Corresponding Secretary shall mail (USPS) every member qualified to vote, a notice stating the date, time, and place of the Annual Meeting, including an official ballot, sent at least two weeks prior to such meeting.
5 Special Meetings.
Special Meetings of the organization may be called by the Officers. The Corresponding Secretary shall contact every memberand notify them of the meeting at least four (4) days before the scheduled date of such meeting. Such notice shall state the date, time, place, and purpose of the meeting and by whom it was called. No other business but that specified in the notice may be transacted at such meeting without the unanimous consent of all present at such meeting.
6. Qualifications to Vote at a Regular Meeting.
Members must have been registered as a Member for at least 45 days and meet all other requirements for membership. Each Officer and Member present shall have one vote each.
7. Qualifications to Vote at the Annual Meeting.
A Member must have been registered as a member for at least four (4) months and in attendance of at least three (3) of theRegular Meetings during the previous twelve (12) months. Additionally, members must spend a minimum of two (2) volunteer hours at events or projects, per year and meet all other requirements for membership. Election of Officers shall be determined by majority vote of the Membership. Each Member qualified to vote, may place their vote to be counted whether or not they attend the Annual Meeting. Each Officer and Member is entitled to one vote per office.
Proxy votes are not permissible by this organization.
9. Order of Business.
The order of business at all meetings of Members shall be as follows:
1. Members and visitors sign attendance sheet
2. Reading and approval of the Minutes of the preceding meeting
3. Reports of Officers
4. Reports of Committee Chairs
5. Special Orders (ex: Election of Officers)
6. Unfinished Business and General Orders
7. New business
8. Questions and comments
1. Officers, Election Term,Compensation.
Unless otherwise provided for in the Certificate of Incorporation, the Members shall elect a President, a Vice-President, a Treasurer, a Recording Secretary, and a CorrespondingSecretary, who shall have such duties, powers and functions as hereinafter provided. Each officer shall be at least 18 years of age. The number of Officers constituting the entire Board shall be not less than three (3). Subject to such minimum, the number of Officers may be increased or decreased from time to time, by resolution of the Board, but such action by the Board shall require a vote of a majority of the members present and no decrease in Officers shall shorten the term of any incumbent Officer.
All Officers shall be elected to hold office for a term of one (1) year until the next Annual Meeting.
Neither the Officers, Committee Chairs, nor Members shall receive any salary or compensation for services rendered on behalf of, or for, the organization.
2. Removal, Resignation.
An Officer may resign at any time by giving written notice to another Officer. Unless otherwise specified in the notice, the resignation shall take effect upon receipt, and the acceptance of the resignation shall not be necessary to make it effective. In the event of a death, resignation, or removal of an Officer, the President may appoint a successor to fill the unexpired term.In the event of the death, resignation, or removal of the President, the Vice-President shall fill the unexpired term.
The President shall preside at all Meetings of the organization.He/she shall serve as spokesperson for the organization and shall appoint all Chairpersons of Committees. He/she shall be an ex-officio member of all Committees. He/she may sign checks for the payment of bills due. The President shall be the Chief Executive Officer of the organization, and is responsible to see that all orders, resolutions, and motions of the Membersare carried out.
The Vice-President shall assist the President in the performance of his/her duties. He/she shall preside over all meetings in the absence or disability of the President and shall have all the powers of the President during such time. The Vice-President shall perform such other duties as the members shall prescribe.
5. The Treasurer.
The Treasurer shall be responsible for all funds of the organization. He/she shall receive and keep accurate records of all finances of the organization. The Treasurer shall report on all financial transactions and current balances at each Regular Meeting, and furnish a written Report to the Membership at the Annual Meeting in February. He/she shall be responsible for all expenditures, bank deposits, and funds received on behalf of the organization. The Treasurer shall sign checks for the payment of bills due. He/she shall exhibit his/her books and accounts to any Officer of the organization upon request within a reasonable time period. In lieu of a Finance Committee, the Treasurer shall prepare the Annual Budget for a quorum vote by the Membership.
6. Recording Secretary.
The Recording Secretary shall keep the minutes of all Regular, Special, and Annual Meetings.The Recording Secretary shall present and read the Minutes of the previous meeting at each Regular and Annual Meeting.
7. Corresponding Secretary.
The Corresponding Secretary shall attend to the giving and serving of all notices of the organization, and shall have charge of such books and papers as the Officers may direct. He/she shall attend to such correspondence as may be assigned, and perform all the duties incidental to the office. He/she shall keep a record containing the names, addresses, phone numbers, and e-mail addresses of all members for the above purposes.
Article VI-Standing and Special Committees
Formation of Committees may be approved by a majority vote of the Members. The President shall appoint the Chairperson of each Committee. All Committees shall serve at the pleasure of the Board.
1. Official Signatures.
The Treasurer and the President shall both be authorized to sign checks. Only one signature is required.
All AnnualBudgets must be approved by a vote of the membership. Additional expenditures not allocated within the Budget,shall be pre-approved by a quorum vote at a Regular Meeting.
3. Fiscal Year and Audit.
The fiscal year of the organization shall run from January 1 to the succeeding December 31.Prior to the Annual Meeting, a Treasury Audit shall be performed by two impartial persons appointed by the President and approved by a vote of the membership.
If there be any conflict between the provisions of the Certificate of Incorporation and these Bylaws, the provisions of the Certificate of Incorporation shall govern.
These Bylaws may be adopted, amended or repealed by a vote of the Members at the Annual Meeting. Bylaws may also be adopted, amended or repealed at other times, as necessary, by the Officers acting together, but any such Bylaw shall be ratified by a vote by the Members at the next Meeting. There shall be set forth in the notice of the next Meeting, a copy of the original Bylaw, together with a copy of the new Bylaw, and the rationale for the proposed change(s).
Article X-Dissolution of the Corporation
In the event of dissolution of the Johnson City Partners, Inc., all remaining assets of the Corporation shall, after necessary expenses thereof, be distributed to such organizations as shall qualify under Section 501 ©) 3 of the Internal Revenue Code, as the remaining Officers and Members may determine.
Article XI-Adoption of Bylaws
The below signatures shall serve proof that these Bylaws were adoptedby its Members on
the _____________day of_________________________ in the year _____________
and replace any previous Bylaws in their entirety.
______________________________________ Vice President