Approved
October 8, 2002 Effective October 1, 2002, Amended December 10, 2002,
Amended September 12, 2006
ARTICLE I
In addition to the purposes set
forth in the Certificate of Incorporation by way of illustration and not limitation, the
overall purpose of the Corporation is to work with the citizens of the County of
Jefferson, State of New York and municipalities, state governments, authorities,
commissions, and organizations to achieve the public objectives of assisting in the
stabilization, growth and promotion of the agricultural industry. The Corporation may make
and receive grants and loans, properties, and charitable donations to achieve its purposes
and objectives.
The purpose for which the Corporation is formed
is the development, promotion, enhancement and retention of the agricultural industry, and
its associated employment base within Jefferson County in the State of New York. The
Corporation is intended to correlate the efforts of various agencies and organizations and
private business interests; and to maximize the effect of their combined efforts and
respective contributions to the development, retention and promotion of the agricultural
industry throughout the region, thereby lessening the burdens of government, and acting in
the public interests. The Corporation is designed to promote the County as a strong,
viable region for agriculture through a creative program of marketing, promotion,
providing financial resources and coordination of other resources.
To further these purposes, the Corporation
shall establish as soon as is reasonable, exempt status with the United States Internal
Revenue Service in order that the Corporation may solicit funds which are tax deductible
to the contributor pursuant to the provisions of the Internal Revenue Code.
The Officers, Board of Directors and the
membership shall not authorize or perform any act contrary to the code, rules and
regulations of the Internal Revenue Service which govern the operation of such exempt
organizations including IRS Sec. 170(c)(2) and Sec. 501 (c)(3) as amended.
The Corporation, its Board of Directors,
Officers and Members shall not authorize or perform any corporate act that discriminates
against one or more persons or groups of persons on the basis of race, creed, color, sex,
age or country of origin.
ARTICLE II
Section
1. Requirements for Membership Any
individual, limited liability corporation, corporation, joint stock association,
unincorporated association or partnership with an interest in the promotion of the
economic development of the Jefferson County Agricultural Industry, through the
advancement of growth in the agricultural sector of the economy, may apply for membership.
Upon acceptance of an application by the Board of Directors of this Corporation and on
delivery by the applicant of a membership fee, the amount of which shall be set from time
to time by the Board of Directors, the applicant shall become a member.
Section
2. Rights of Members
(A) Property Rights
No member of the Corporation shall have any right or interest in or to the property or
assets of the Corporation. All property and assets of the Corporation shall be subject to
the direction, control of, and expenditure by, the Board of Directors of the
Corporation. In the event the Corporation shall be liquidated or dissolved or cease
to actively carry out its purposes, the property and assets of the Corporation shall be
distributed subject to the provisions of the Certificate of Incorporation, and in
accordance with the Not-For-Profit Law of the State of New York and as provided by these
Bylaws in Article XI.
(B) Voting
Each member of said Corporation shall be entitled to one (1) vote in person at any special
or annual meeting of the members of the Corporation.
ARTICLE
III
Meetings of Members
Section 1. Annual Meeting. The annual
meeting of the Corporation shall be held during January or on such other date as the
Directors shall designate at such time and place as may be designated by the Board of
Directors and specified in the notice of such meeting.
Section 2. Notice of Annual Meeting Notice
of the time, place and purposes of any annual meeting shall be served either personally or
by mail upon each member of the Corporation entitled to vote at such meeting no less than
ten nor more than thirty days before the meeting. If mailed, notice shall be addressed to
members at their respective addresses appearing on the records of the Corporation.
Section 3. Special Meetings, Special
meetings of the members shall be held at such time and place as may be designated by the
Board of Directors and specified in the notice of such meeting. Notice of the time, place
and purposes of every special meeting of the members shall be served either personally or
by mail upon each member of the Corporation entitled to vote at such meeting not less than
ten nor more than thirty days before the meeting. If mailed, notice shall be addressed to
members at their respective addresses appearing on the records of the Corporation.
Section 4. Quorum. The Board of Directors
shall be responsible for establishing requirements of quorum for annual and special
meetings of the membership.
Article
IV
Board of Directors
Section 1. Number. The Board of Directors
of the Corporation shall consist of eleven persons: (i) seven Directors appointed by
the Jefferson County Board of Legislators(JCBOL) and (ii) four voting ex-officio
Directors, and (iii) in addition to the Directors appointed in the manner set forth above,
the Board of Directors serving at any time shall have the right in its own discretion to
recommend two other persons from the Corporation membership for appointment by the JCBOL
to the JCADC Board of Directors. Every member of the Board of Directors shall be required
to file an Annual Statement of Financial Disclosure with the Jefferson County Board of
Ethics pursuant to General Municipal Law Article 18.
Voting Directors shall consist of:
Three persons who own or are directly involved
in the operation of a dairy farm in Jefferson County. The farm must meet the qualification
of a farm as determined by the NYS Dept. of Agriculture and Markets.
One person who owns or is directly involved in
the operation of a farm, other than a dairy farm, in Jefferson County. The farm must meet
the definition of a farm as determined by the NYS Dept of Agriculture and Markets.
Two representatives of agricultural businesses
in Jefferson County. Agricultural businesses are businesses that supply a product or
service to farms and gross sales over $10,000 annually in farm generated sales.
One agricultural financial lending institution
representative. An agricultural financial lending institution is an institution that makes
loans to farms as defined above.
Two members at large elected from the
Corporation membership by the Board of Directors at the Board’s discretion
Ex-officio Voting Directors
The President of Jefferson County Farm Bureau or
his/her designate.
The Chairperson of the Jefferson County
Agriculture and Farmland Protection Board or his/her designate.
Executive Director of the Jefferson County Job
Development Corporation or his/her designate.
The Chairperson of the Jefferson County Board of
Legislators or a County Legislator as appointed by the Chairperson.
Six agencies shall be expected to attend
regular Board of Directors meetings to serve in an advisory capacity to the
Corporation. These advisory agencies shall consist of the Chairperson of
the Jefferson County Soil and Water Conservation District Board of Directors or his/her
designate, the President of the Board of Directors of Cornell Cooperative Extension of
Jefferson County Association or his/her designate,
the Executive Director of the Development Authority of the North Country or his/her
designate, the Executive Director of the NYS Commission on Tug Hill or his/her designate,
the Regional Director for the Empire State Development North Country Regional Office
or his/her designate and the Jefferson County Administrator or designated representative.
The advisory agencies shall not have any voting power or serve in any official capacity as
a member of the Board of Directors.
Section 2. Ex-officio Director
Status. The sponsoring organization will be notified prior to the annual meeting to
determine if it wants the currently designated ex-officio board member to continue or be
replaced. In the event the ex-officio director is replaced in the sponsoring organization,
the new replacement shall be designated by the sponsoring organization and take the place
of the former director.
Section 3. Power All power and
authority of the Corporation shall be vested in the Board of Directors and the committee
thereof, and all or any part of such power and authority, in addition to the power and
authority delegated by these Bylaws to the Executive Committee, may be designated to such
committees of the Board of Directors as the Board from time to time may determine.
Section 4. Vacancies. Any
member of the Board of Directors may resign by delivering their written resignation to the
Secretary of the Corporation, and any member of the Board may be removed at any time by
action of a majority of the Board, with or without cause, except that the Board must give
10 days written notice to all Board members of a meeting when such action shall be taken.
The notice shall specifically state that removal of a named director shall be voted upon.
In case of any vacancy in the Board of Directors through death, disability, resignation,
removal or other cause, the remaining directors may recommend to the his/her successor
from the membership, who shall take office immediately and hold office for the un-expired
portion of the term of the director whose place he/she is elected. The foregoing
notwithstanding, any vacancy on the Board of Directors through death, disability,
resignation, removal or other cause of an Ex-officio Director shall be filled by
appointment of a successor Ex-officio Director designated by the sponsoring organization.
A. Initial Creation of the Corporation Board of Directors.
The three incorporators listed on the Certificate of Incorporation of the Jefferson County
Agricultural Development Corporation shall recommend a list of seven people, who reside in
Jefferson County, and who meet the qualifications set forth in Article IV, section 1 of
this document, to the JCBOL for appointment to the initial Board of Directors of the
Jefferson County Agricultural Development Corporation to fill the seven appointed voting
positions. Said positions, along with the two vacant member at large positions
chosen from the Corporation membership by the newly constituted Board of Directors, shall
be randomly drawn at the initial organizational meeting by the Incorporators, three of
which shall serve an initial three year term or a maximum of six consecutive years, three
of which shall serve an initial two year term or a maximum of five consecutive years, and
three of which shall serve a one year term or a maximum of four consecutive years. Upon
expiration of the initial term of office as described herein, each position shall revert
to appointments for three year terms as described in Article IV, section 5,
subsections B and C.
B. Nominations for Board of Directors Appointments. The
existing Board of Directors shall solicit from the Corporation membership, those
interested and qualified to serve in positions on the Board of Directors. In the
event no member expresses an interest in a position scheduled for appointment, the Board
of Directors may chose to nominate a non-member of the Corporation to run for a position
on the Board of Directors. If appointed, the person must immediately become a full
member of the Corporation.
C. Terms of Office. The nine voting appointed
Directors may serve up to two full three year consecutive terms. After serving two
consecutive terms they may not serve on the Board of Directors again for one year. In the
event a person is elected to fill a vacant Director position, the person shall be entitled
to serve the remainder of the vacant term and then may serve two consecutive three - year
terms, if re-appointed. Voting and non-voting ex-officio members may serve indefinitely at
the discretion of the appointing agency or organization.
Section 6. Meetings. The Board of Directors shall hold
such meetings, at such times and places, and in accordance with such notice, if any, as
from time to time may be determined by the Board of Directors, and in addition thereto,
any officer of the Corporation may call a meeting of the Board of Directors upon ten days
notice provided, however, that in emergency situations, a special meeting can be held to
address the emergency upon whatever amount and means of notice shall be practicable under
the circumstances, delivered either by mail, electronic mail, personally or by telephone.
Any director may waive any notice required be given to him or her by law or under these
Bylaws.
Section 7. Quorum. A simple majority
of the directors of said Corporation shall constitute a quorum for the transaction of
business at any regular meeting or special meeting, but less than a quorum, may adjourn
such meeting until a quorum is present. Except as otherwise by law or these Bylaws
provided, any act of the majority of the quorum of said Corporation shall be the act of
the Board of Directors.
Section 8. Annual Report. The Directors
shall present at the annual meeting of the Corporation an annual report, certified
by the Chief Executive Officer and Chief Financial Officer in writing that based on the
officer’s knowledge the information in the report is accurate, correct and
doesn’t contain any untrue statement of material or fact; and the report doesn’t
omit any material facts which if omitted would cause the financial statements to be
misleading and; the report fairly presents in all material respects the financial
condition of the organization as of and for the periods presented. The report must be
approved by the Board of Directors. The Annual Report must be submitted within
90 days of the close of the fiscal year to the Chief Executive Officer, Chief Fiscal
Officer, Chair of the Jefferson County Board of Legislators, and to the Jefferson County
Budget Office. The report must include operations and accomplishments, receipts and
disbursements, assets and liabilities, a debt schedule, projects undertaken within the
last year, a listing of real property in accordance with the Public Authorities
Accountability Act of 2005, The JCADC Code of Ethics and an assessment of the
effectiveness of internal control structure and procedures.
Section 9. Attendance at Meetings. Unless excused, each
Director shall attend, on a calendar year basis, at least seventy-five percent (75%) of
the Corporation's regular meetings. The absence of individual directors from meetings may
be excused by the President.
ARTICLE V
Officers
Section 1. Officers. The Corporation shall
have as executive officers a President, one or more Vice Presidents, a Secretary, and a
Treasurer, all of whom shall be chosen from the elected voting members by the
directors annually at the first meeting of the Board of Directors following the annual
meeting of members, and each officer shall hold office until the corresponding meeting in
the next year or until his successor shall be duly elected and qualified; provided,
however, that any officer may be removed at any time by action of the Board of Directors.
Any vacancy in any of the above offices shall be filled for the unexpired portion of the
term by a person elected by the Board of Directors at any regular meeting, or any special
meeting called for such purpose. The Corporation may also have one or more Assistant
Secretaries, one or more Assistant Treasurers, and such other officers or agents as the
Board of Directors may fix, or deem necessary and who shall have authority to perform such
duties as the Board of Directors may prescribe.
Section 2. President. It shall be
his/her duty to preside at all of the meetings of the Board of Directors, the annual
meeting, and special meetings of the members. The President shall have power to make and
execute contracts in the ordinary business of the Corporation, and for and in the name of
the Corporation to execute with the Secretary all deeds, mortgages, bonds, certificates of
membership and other obligations or instruments when authorized by the Board of Directors.
The President shall have the power with the Treasurer to execute all annual or other
reports or statements of the Corporation which may be required by law. The President
shall, subject to the approval of the Board of Directors, perform all duties incidental of
this office.
Section 3. Vice President. In the absence
or inability of the President to act, or if the office
of President be vacant, the Vice President shall, in order
designated by the President or Board of Directors, exercise all the powers of the
President. The Vice President shall have such power and perform such other duties and
execute such contracts on behalf of the Corporation as may be assigned to them or
authorized by order of the Board of Directors.
Section 4. Secretary The
Secretary shall keep the minutes and act as Secretary of all meetings of members and the
Board of Directors. He shall be responsible for the giving and serving of all notices of
meetings of the members and the Board of Directors of the Corporation. The Secretary shall
be the custodian of the corporate records and of the corporate seal of the Corporation
and shall see that the corporate seal is affixed to all documents, execution of which, on
behalf of the Corporation, under its seal duly authorized, and when so affixed may attest
the same. The Secretary shall have the power with the President to make and execute for
and in the name of the Corporation all certificates of membership, deeds, bonds, contracts
and other obligations or instruments when authorized by the Board of Directors. The
Secretary shall in general perform all duties usually incident to the Office of Secretary
or such other duties as may from time to time be assigned to him by the Board of
Directors.
Section 5. Treasurer. The Treasurer shall
have general supervision over the care and custody of the funds and securities of the
Corporation and shall deposit the same or cause the same to be deposited in the name of
the Corporation in such bank or banks, trust company or trust companies, and in such safe
deposit company or safe deposit companies as the Board of Directors may designate. The
Treasurer shall keep or cause to be kept full and accurate accounts of all receipts and
disbursements of the Corporation and, whenever required by the Board of Directors, the
Treasurer shall render or cause to be rendered financial statements of the Corporation.
The Treasurer shall prepare and execute with the President and file any annual report or
reports, statement or statements which may be required by law. The Treasurer shall be
designated to sign checks when authorized and budgetted by the Board of Directors.
Section 6. Bonds. The Board of Directors
shall have power to require any officer or employee of the Corporation to give bond for
the faithful discharge of his duties in such form and with such surety or sureties as the
Board of Directors may deem advisable.
Section 7. Agricultural Coordinator and other
employees. The Board of Directors may directly employ, or may contract with the
Jefferson County Job Development Corporation or other agency to employ, an Agricultural
Coordinator or other employees, who, subject to the supervision of the President of the
Board with the guidance of the Board of Directors shall be either full or part-time
employees and shall carry out the purposes of the Corporation. Such employees shall
receive such compensation as may be determined by the Board of Directors. The Agricultural
Coordinator shall serve as the Chief Executive Officer and Executive Director of the
Corporation and shall have power to expend funds, make and execute contracts, and
other instruments when authorized and budgeted by the Board of Directors in the ordinary
business of the Corporation. The Corporation may employ an Administrative Assistant who
shall serve as the Chief Financial Officer of the Corporation. The Chief Executive
Officer and Chief Financial Officer shall be required to file an Annual Statement of
Financial Disclosure with the Jefferson County Board of Ethics pursuant to General
Municipal Law Article 18.
Section 8. Salaries. No director or officer
of the Corporation shall receive directly or indirectly, salary, compensation, or
emolument from the Corporation, either as an officer or director, or in any other
capacity, except the Agricultural Coordinator or other employees referred to in
Article V, section 7. The salaries and compensation programs of the Agricultural
Coordinator or other employees shall be fixed by the Board of Directors, and Executive
Director of the Jefferson County Job Development Corporation or other agency, if
contracted with for administering employees salary and benefits.
ARTICLE
VI
Contracts
No officer, director, or committee of the Corporation shall
contract or incur any debt or obligation on behalf of the Corporation, or in any way
render it liable unless duly authorized by the Board of Directors.
Seal
The seal of the
corporation shall be in the form of a circle and shall bear the name of the corporation
and the name of the state of its incorporation.
Liability and Indemnification
No officer or
director of the Corporation shall be personally liable to any person or party dealing with
the Corporation for any amount arising out of any claim, charge, service, obligation, or
otherwise against the Corporation; and any such claim if found valid shall be paid and
reimbursed out of the funds of the Corporation. In the event an officer or director shall
be sued for any of his/her acts or omissions by anyone other than the Corporation, in the
absence of bad faith, illegality, or fraud, such officer or director shall be entitled to
reimbursement for any and all expenses incurred by him/her in defense of any action as
provided by the laws of the State of New York. The Board of Directors shall from time to
time establish maximum amounts of indemnity the Corporation shall be liable for. This
maximum amount when so set shall bind the officer and directors.
Committees
Section 1. Executive
Committee. The Executive Committee shall consist of a minimum of five members that
will include the President, Vice President, Secretary and Treasurer together with one
director elected by the Board of Directors to serve at the pleasures of the Board. The
Executive Committee shall exercise the powers of the Board of Directors only in emergency
situations when a quorum of the Board cannot be established and an action of the Board is
required except as such power from time to time may be limited by the Board. If said
action is required, the Board of Directors will meet as soon as possible to ratify the
actions of the Executive Committee. The Executive Committee shall review the Corporation's
Budgets, proposals and contracts. Four members of the Executive Committee shall
constitute a quorum for the transaction of business. The Executive Committee shall keep
books of separate minutes and report their action at every meeting of the Board of
Directors or as often as the Board may require them.
Section 2. Audit
Committee. The President shall appoint Audit Committee The Committee shall be
composed of no less than three and no more than five voting members and shall be chaired
by the Treasurer. The Finance/Audit Committee will recommend to the Board the hiring of
the independent CPA, establish the compensation to be paid to the CPA, and provide direct
oversight of the CPA’s Annual Audit. This Committee shall to the extent possible
consist of board members who are familiar with corporate finances and accounting.
Section 3.
Governance Committee. The President shall appoint a Governance Committee which is
comprised of three to five voting members of the Board of Directors. The Governance
Committee shall keep the Board informed of current best governance practices, review
corporate governance trends, update the Corporations governance principles, and advise the
person or entity with the power to appoint board members of the skills and experience
required of potential board members.
Section . Other Committees. The President
may establish other Committees, as he/she may from time to time desire, giving into such
committees specific objectives and powers not contrary to law, the Certificate of
Incorporation, or these Bylaws. Such committees may only provide recommendations to the
Board of Directors and may not be granted powers of the Board of Directors.
ARTICLE
X
Amendments
Section 1. How Made. The Bylaws may be
amended, added to or altered or repealed, or new bylaws may be adopted at any meeting of
the Board of Directors, by a vote of at least a majority of the full number of directors
of the Corporation. Notice of any bylaw changes must be served either personally or by
mail upon each member of the Board of Directors no less than 10 nor more than thirty days
before a vote is to be taken on those changes.
Dissolution
Upon dissolution of the Corporation, the
Board of Directors shall, after paying or making provisions for the payment of all the
liabilities of the Corporation, dispose of the assets of the Corporation exclusively for
the purpose of the Corporation in such manner, or to such organizations organized and
operated exclusively for such purposes as shall at the time qualify as an exempt
organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954
(or the corresponding provisions of any future United States Internal Revenue Law)
as the Board of Directors shall determine subject to the approval
of the New York Supreme Court, County of Jefferson.
ARTICLE XII
Grants and Loans
The Corporation in furtherance of its corporate
purposes may make grants or loans. The Finance Committee who shall submit a written
opinion of each proposal to the Board of Directors shall review each grant or loan. The
Board of Directors shall be the approving authority.
The Board of Directors shall draft standards of
eligibility to be uniformly applied to each applicant. The purposes of such loans or
grants shall be solely for the exempt purposes of the Corporation. In the event the
recipient uses the money loaned or granted for purposes other than those set forth in the
Corporation's loan/grant documents, the grant or loan shall be revoked and the recipient
shall be required to refund the money advance. All loans and grants shall be conspicuously
conditioned by this restriction.
Article
XIII
Fiscal
Year
The fiscal year of this corporation shall be
October 1 to September 30.
