NYDEFA exist to represent the New York Deer and Elk Farmers at the State Capital and to fight for the rights of said farmers. We also educate new and existing farms to grow their herds productively.
Our bylaws are as stated below:
By-Laws of the New York Deer & Elk Farmers Association
ARTICLE I Structure and Purpose
Section 1 Name and Structure
- The name of the association shall be the New York Deer and Elk Farmers Association.
- The New York Deer and Elk Farmers Association shall be incorporated under and pursuant to the Not-For-Profit Corporation Laws of New York State.
Section 2 Mission and Purpose
1. The New York Deer and Elk Farmers Association envisions:
- A vibrant, profitable and diverse agricultural system that meets the needs of farm families, consumers and the environment;
- A New York public that actively supports New York cervid farmers, farming and hunting, and the protection of productive farmland and open space
2. The purpose of New York Deer and Elk Farmers Association is:
- To acquire, establish, distribute information and encourage the friendly exchange of ideas and problem solving pertaining to the cervid industry.
- To promote the sale/exchange of all cervid products to support the industry.
- To provide a forum for the discussion and participation of farming/ranching/hunting and to keep members fully informed on matters of interest to the industry.
- To represent the interests of the Cervidae industry at all levels of government, with other livestock producers and other related industry associations.
- To provide a registration/identification system for domestic cervidae when the circumstances shall warrant
- To establish and promote the ethical standards of conduct, sale of products and husbandry of cervids to which members shall subscribe.
- To pursue related activities that are within the scope of activities permitted to be carried out by a not-for-profit corporation.
Section 3 Finances
1. The overall objectives and activities of the Association shall be accomplished without annual profit or financial gain to the Association or the membership. The Association will depend primarily upon contributions from its members for operating expenses though dues, charges, contributions and fund raising as determined by the Board of Directors.
ARTICLE II Membership and Board of Directors
Section 1 Composition and Duties of Membership
New York Deer and Elk Farmers Association is a dues-paying membership Association.
2. Any individual, firm, partnership, corporation or association interested in
farming/ranching/hunting may apply for membership as specified.
3. Qualification of Membership. The following minimum qualifications must be met by all
a. Applicants must have a specific interest in farming/ranching/hunting and conduct themselves in an ethical manner.
b. Applicants must agree to conform to the Association Bylaws and Code of Ethics Applicants must submit sufficient information when applying for membership that the Association Board of Directors can establish that the minimum qualifications for the category of membership are satisfied.
4. Subject to Qualification and the discretion and approval of a majority of the Board of Directors, as governed by these By-Laws, membership may be granted in the following categories: Associate, Active, Patron, or Affiliate
a. Associate Member. An associate member is an individual, partnership, firm, corporation, association, government agency or division of another association who has an active interest in farming/ranching/hunting who is actively engaged in whole or in substantial part in the industry Associate members can not hold office and can not vote. They may attend all activities sponsored by the Association, receive limited publications, and pay an annual dues established by the Board of Directors less than an active member.
b. Active Member. An active member is an individual proprietor, partnership, firm, corporation, division of an association actively engaged in whole or substantial part in the husbandry of domestic cervidae for commercial purposes to support such operations. Active members can hold office, vote on all matters brought before the association, attend all activities sponsored by the association at member rates, receive all publications and memberships lists, and are entitled to use the association logo in advertising.
c. Patron Member. A patron member is an active member who has elected to pay a higher dues rate, as established by the Board of Directors Patron members can hold office, vote on all matters brought before the association, attend all activities sponsored by the association, receive the publication and memberships list and are entitled to use the association logo in advertising.
d. Affiliate Member. An affiliate member is an individual, partnership, firm, corporation, association, government agency or division of another association who has an active interest in farming/ranching/hunting who is not actively engaged in whole or in substantial part in the industry. Affiliate members can not hold office and can not vote. They may attend all activities sponsored by the Association, receive the publication and membership lists, and be given significant recognition. Affiliate members pay an annual dues established by the Board of Directors.
5. Voting. Each active or patron member in good standing of this association shall be entitled to one (1) vote on any matter and/or election brought before any regular or special meeting of the Association. A member in good standing must have paid all dues and other obligations owed by him or her to the Association and be accepted for membership by the Board of Directors thirty (30) days prior to any vote.
6. Grievances. Any member having a grievance of complaint that involved violation of the By-Laws or the Code of Ethics against the Association or member thereof, may submit such complaint in writing to the Vice President for review and action by the Board of Directors.
7. Violation. Any member of this Association who violates the Bylaws, Code of Ethics, or rules and regulations of this Association may be censured, suspended or expelled by the Board of Directors after written mail notification by and a formal hearing before the Board of Directors.
8. Unless otherwise provided by law or these Bylaws, all rights, title and interest of a member of this Association in or to the Association or its property cease upon termination of membership. By accepting membership in this association each member agrees that her or she will not file a lawsuit or bring other legal action against the Association in connections with any Association activities
Duties of members. Members of the Association are to be familiar with the mission and purpose of the Association; to pay dues annually; to attend the Annual Membership Meeting; to participate on committees; to freely communicate to other Members news, ideas, criticisms and comments to guide the work and further the purposes of the Association
Paid Staff of the Association are not eligible to be voting Members.
Election and Terms of the Board of Directors
- Dues-paying Members of the Association elect the Board of Directors.
- The Board of Directors consists of no less then 9 (nine) and no more than 15 (fifteen) members in good standing of the association.
- Election of new members to the Board of Directors takes place at the Annual Membership Meeting.
- The term of office of members of the Board of Directors is 3 (three) years.
- Board members serve for staggered terms established by the Board so that no more than half of the Board of Directors is replaced in a given year
- The Board of Directors elects its own officers from the ranks of the Board The officers are President, First Vice President, Second Vice President, Secretary, and Treasurer.
- Vacancy. In case of a vacancy, for any reason, among the officers or Board of Directors, the Board of Directors appoints a member(s) to fill the vacancy(s) until the next Annual Membership Meeting or until a special election is held to fill the position(s)
- For elections at the Annual Membership Meeting:
- At least 60 days prior to the Annual Membership Meeting, a Nominating Committee consisting of at least 3 (three) and no more than 5 (five) Members is appointed by the Board of Directors. The First Vice President shall serve on the Nominating Committee.
- A list of candidates interviewed and recommended by the Nominating Committee is mailed or e-mailed to the Members, along with a summary of each person\\\'s qualifications, at least 15 days (postmarked) prior to the Annual Meeting
- Additional candidates may be nominated from the floor of the Annual Membership Meeting.
- Voting for new members of the Board of Directors shall take place at the Annual Membership Meeting.
- In the event that the Board of Directors should cease to exist by attrition or whatever means, the Membership shall have the authority to convene a meeting and hold a special election.
- A Director may be asked to resign by a majority vote of the Board, or by a two-thirds majority vote of the entire remaining, non-abstaining Members of the association. In this circumstance, absentee ballots may be collected by telephone or e-mail, and confirmed in writing, by mail, postmarked within 15 days of the vote. Members who are being considered for removal must abstain from this vote
Section 3 Compensation
1. No Member or Member of the Board of Directors of the Association will receive compensation for his or her service, except that reimbursement for expenses incurred may be authorized by the Board of Directors
Article III MEMBERS
Section 1 Determination and Rights of Members
- The Association shall have only four classes of members. No member shall hold more than one membership in the Association. Except as expressly provided in or authorized by the Articles of Incorporation, the Bylaws of this Association, or provisions of law, ail memberships shall have the same rights, privileges, restrictions and conditions.
- Rights and privilege of membership in the case of partnerships, unincorporated associations and corporations shall belong only to such named partnerships, unincorporated associations or corporations and not to any individual who is a member, shareholder, officer, employee or agent thereof.
- Only one designated individual may vote or hold office on behalf of a partnership, association or corporation holding membership in the Association.
- Partners, shareholders or members of partnerships, associations or corporations with a valid membership in the Association may also make application and maintain their own individual membership.
- For clarification, a husband wife operation or other type of family unit running an operation, is considered a partnership.
Section 2 Qualifications of Members
1. The qualifications for membership in this Association are as follows:
- Applicants must have a specific interest in farming/ranching/hunting and conducts themselves in an ethical manner.
- Applicants must agree to conform to the Association Bylaws and Code of Ethics. Applicants must submit sufficient information when applying for membership that the Association Board of Directors can establish that the minimum qualifications for the category of membership are satisfied.
Section 3 Admission of Members
1. All applicants shall be admitted to membership when dues have been received and membership is approved by the board.
Section 4 Fees and Dues
1. The Board of Directors shall annually set the fee to be charged for making application for membership in the Association for the following membership categories:
- Associate Member
- Active Member
- Patron Member
- Affiliate Member
Section 5 Number of Members
1. There is no limit on the number of members the Association may admit.
Section 6 Membership Book
1. The Association shall keep a membership book containing the name and address of each member. Termination of the membership of any member shall be recorded in the book, together with the date of termination of such membership. Such book shall be kept at the Association\\\'s principal office.
Section 7 Non-liability of Members
1. A member of this Association is not, as such, personally liable for the debts, liabilities, or obligations of the Association.
Section 8 Non-transferability of Memberships
1. No member may transfer a membership or any right arising therefrom. All rights of membership cease upon the member\\\'s death.
Section 9 Termination of Membership
- The membership of a member shall terminate upon the occurrence of any of the following events:
- Upon his or her notice of such termination delivered to the President or Secretary of the Association personally or by mail, such membership to terminate upon the date of delivery of the notice or date of deposit in the mail.
- Upon a failure to renew his or her membership by paying dues on or before their due date, such termination to be effective thirty (30) days after a written notification of delinquency is given personally or mailed to such member by the Secretary of the Association. A member may avoid such termination by paying the amount of delinquent dues within a thirty (30) day period following the member\\\'s receipt of the written notification of delinquency.
- After providing the member with reasonable written notice and an opportunity to be heard either orally or in writing, upon a determination by the Board of Directors that the member has engaged in conduct materially and seriously prejudicial to the interests or purposes of the Association. Any person expelled from the Association shall NOT receive a refund of pro-rated dues already paid for the current dues period.
- All rights of a member in the Association shall cease on termination of membership as herein provided.
ARTICLE IV Type and Conduct of Meetings
Part A. Types of Meetings
Section 1 Annual Membership Meetings
- The Annual Membership Meeting is held during the first quarter of the Calendar Year.
- The agenda includes presentation of the prior Annual Meeting minutes, financial report, report of the Association activities, election of new board members, and suitable presentations and discussion.
- Notification to Members of the Annual Membership Meeting is made 60 days in advance of the meeting by mail or e-mail. At least 15 days prior to the Annual Meeting additional information shall be provided to the Membership which would include, at minimum, date, time and place of the meeting, any costs associated with attendance, agenda, names and summary of qualifications of proposed new Board members, absentee ballot for members who will not be able to attend.
Section 2 Special Membership Meetings
- The Board of Directors or President of the Board may call periodic meetings of the Membership during the year.
- A special meeting shall be held at the request of 25% of the membership in good standing at the time, stating the specific business to be considered.
- For any special meeting of the Membership, written notice by mail or e-mail will be sent to the Membership a minimum of 10 (ten) days (postmarked) prior to the scheduled meeting date.
- Notice of a meeting of the Membership will specify the date, time, and place of the meeting, and the purpose of the meeting or the business to be conducted.
Section 3 Board of Directors Meetings
- The Board of Directors meets a minimum of 6 (six) times per year Meetings may be held in person, by teleconference or by email.
- Meetings are convened by the President with appropriate notice.
- For the purpose of a Board of Directors meeting, a quorum consists of one more than half of the total present Directors of the Board at the time of the vote.
4. The Executive Committee of the Board of Directors, consisting of the President, First Vice President, Second Vice President, Secretary and Treasurer, shall meet regularly to discuss business of the Association.
Part B. Conduct of Membership Meetings
- All meetings are conducted generally in accordance with Robert\\\'s Rules of Order
- A quorum at a Membership meeting consists of 15 Members or a majority of Members, whichever is lower.
- For decisions requiring a vote, each Member has one vote.
- Decisions are made by a vote of a majority of those present and voting, or voting by proxy or surrogate. Members who are absent and not represented by a proxy or surrogate are considered to be abstaining.
- A Member may vote by proxy which is executed in writing or delivered by a surrogate who has been authorized in writing by the Member to act on the Member\\\'s behalf.
- The Secretary or the Secretary\\\'s designee keeps minutes of all meetings.
- The minutes of all Membership meetings are subject to review and approval by a majority of those Members present at the next Membership meeting. Annual Membership Meeting minutes are submitted for approval at the next Annual Meeting.
Part C Mail Vote
Whenever in the judgment of the Board of Directors, any question shall arise which it considers should be put to a mail vote of the active membership, the Board of Directors shall submit such matter to the membership in writing by mail for vote and decision. The question thus presented shall be determined according to a majority of votes received by mail within thirty (30) days after such submission to the membership. Any and all action taken as a result of a majority mail vote in each case shall be binding upon the Association and each member thereof.
ARTICLE V Powers and Duties of the Board of Directors and Officers
Part A The Board of Directors
- The governing body of the Association shall be the Board of Directors.
- Officers of this Association shall be: President, First Vice President, Second Vice President, Secretary and Treasurer.
- Officers are elected by a majority vote of the Board of Directors. The Board of Directors in executive session, shall elect the officers of the Association at the Annual Meeting of the Board of Directors. Officers will be selected from current Board members. However, in the event that no officer can be drawn from the current Board, then the Board may go back to past directors for a nominee Terms of office will begin and expire at the conclusion of the Annual Meeting.
- An officer must have served at least one(1) year as a director before he/she can be elected as an officer.
5. Officers may serve a maximum of three consecutive terms.
6. Failure to attend meetings. A Director absent two consecutive board meetings hall provide to the board a satisfactory explanation of absence. If during a year a Director fails to attend three meetings, the board shall be required to discuss replacement with that Director. The fourth absence will terminate that Director\\\'s chair.
Part B Powers and Duties of the Board of Directors
The Board of Directors, with input and guidance from the Membership, is empowered to:
1. Formulate and systematically evaluate policies and priorities necessary to achieve the purposes
of the Association, in compliance with the vision and mission of the Association and the Association\\\'s
- Develop and approve a program plan, identifying needs of the Association, projects and priority issues;
- Develop and evaluate a long range plan;
- Establish and empower such committees as deemed necessary to carry out the policies and functions of the Association;
- Assure that the vision and mission are being fulfilled;
- Authorize any officer, agent or agents of the Association to represent or speak for the Association;
- Require certain officers to be bonded and may authorize liability insurance for the Association officers at the association expense.
- Authorize any officer, agent or agents of the Association to enter into any contract or execute and deliver any instrument, in the name of and on behalf of the Association.
- Determine those officers empowered to sign checks, drafts or orders for the payment of money, note or other evidence of indebtedness issued in the name of the Association;
- Select those banks or other depositories in which the assets of the Association shall be deposited to the credit of the Association;
- Develop and approve an annual budget and annual fundraising plan which includes a diversity of funding sources;
- Assist with fundraising activities;
- Accept on behalf of the Association any contributions, gifts, bequests or device for general purposes or for any special purpose of the Association;
- Receive quarterly financial statements from the Treasurer of the Board of Directors;
- Review and discuss financial reports and significant contract agreements;
- Hire, evaluate and, if necessary, dismiss the Executive Director, who shall perform duties outlined elsewhere in these bylaws;
- Hire, evaluate and, if necessary, dismiss staff, including special project coordinators;
- Determine staff duties and salary;
- Serve as an appeals board for staff grievances,
20. Delegate any of these responsibilities to the Executive Director or any member of the staff.
Part B Powers and Duties of Officers
Section 1 Overall Powers and Duties
1. Officers shall be authorized by the Board of Directors to enter into and execute on behalf of the Association, contracts, leases, debt obligations and all other forms of agreements or instruments permitted by law and these by-laws, except where such documents are required by law to be otherwise signed and executed, or where the signing and execution thereof shall be exclusively delegated to some other agent of the Association.
Section 2 President
- Is the Chief Operating Officer of the Association;
- Prepares agendas and facilitates or causes to be facilitated The Board of Directors, Executive Committee and Membership meetings;
- Supervises and controls all of the affairs of the Association is accordance with any policies and directives approved by the Board of Directors.
- The President may succeed him or herself in one (1) year terms and shall remain a member of the Board of Directors for one (1) year immediately following his or her last term of office.
Section 3 First Vice President The Vice President
- Assumes the role of the President, with all powers and authority incumbent in the position, in the event the President is unable to conduct his/her duties for any reason, permanent or temporary, and until such time as the President is able to return to duty.
- Appoint all committee chairs. Oversee and facilitate the work of half of all committees of the Association, report to the President on such committee activities.
- Serve on the Finance Committee and conduct an annual review of the Books of the Association.
- Serve on the nominating committee.
- Performs such other duties as are assigned by the President and Board of Directors.
- Prepare him/herself for succession to the Presidency.
Section 4 Second Vice President
The Second Vice President
- In the absence, resignation, inability or refusal to serve of the first Vice President, perform all duties of that office.
- Oversee and facilitate the work of half of all committees of the Association, report to the President on such committee activities.
- Receive and review the grievances or complaints involving violations of the Association\\\'s Bylaws or the Code of Ethics against the Association or members thereof
- Oversee and facilitate the work of all projects and special tasks.
- Performs such other duties as are assigned by the President and Board of Directors.
Section 4 Secretary
- Is responsible for making, or delegating to another party to be made, an accurate record of the proceedings of all meetings of the Board of Directors, the Executive Committee and Membership and all actions of the Association;
- Is responsible for assuring distribution of these records or minutes to the Board and Membership;
- Is an active member of the membership committee;
4. Performs such other duties as are assigned by the President and Board of Directors.
Section 5 Treasurer
- Counsels the Board of Directors in the performance of their financial management responsibilities;
- Has custody of the Association\\\'s funds and securities and keeps or causes to be kept, full and accurate accounts of all receipts and disbursements except such as are in the possession of another authorized person.
- Accounts for or causes to be accounted for all of the finances and corporate transactions of the Association at all meetings;
- Abides by the Financial and Managerial Control Policies and Procedures set forth by the Association;
- Is an active member of the membership and finance/fundraising committees;
- Has such other duties as may be assigned by the Board of Directors.
ARTICLE VI Offices and Administration
Section 1 Office
The Association will maintain an office that may be co-located within the offices of a Member or other appropriate Association. The duties, responsibilities and functions of the office and staff are determined by the Board of Directors and may include the following functions:
- Development and distribution of educational and resource materials;
- Facilitation of networking and communication among Members and other Associations that have similar missions;
- Maintenance of donor records;
- Financial coordination and supervision of the Association;
- Marketing and promotion of the Association;
- Information to Membership and staff on Associational issues;
7. Any other duties as assigned by the Membership
Section 2 Staff
The Board of Directors may hire staff and determine the responsibilities and compensation for each position.
- Executive Director. The duties of the executive director may include the following:
- oversight of staff and programs;
- fund raising and membership development;
- communication and recommendations to the Board of Directors regarding personnel and program issues pertinent to the smooth operation of the Association;
- other duties as determined by the Board of Directors.
- Other Staff. The Board of Directors may hire other staff, consultants or project coordinators to insure the smooth function of programs.
ARTICLE VII Committees
Section 1 Committees
Committees of the Association shall be at a minimum:
- 1. Executive Committee. President, First Vice President, Second Vice President Secretary, and Treasurer.
- 2. Finance Committee. First Vice President, Treasurer and one additional board member and one additional Association member not currently serving on the Board of Directors as appointed by the President.
- 3. Fundraising Committee. First Vice President, Treasurer and one additional board member appointed by the President Others as appointed. No maximum number of seats on this committee
- 4. Nominating Committee. First Vice President and at least two and no more than four additional members, but not members of the current board, as appointed by the President
- 5. Membership Committee. Secretary, Treasurer and at least two additional members of the Association. Other Association Members as appointed. No maximum number of seats on this committee. N
- 6. The Board has the authority to establish other such committees as are necessary to carry on the affairs of the Association.
Section 2 Appointments
- The chair of each committee is appointed by the Second Vice President of the Board of Directors.
- The chair of each committee must be a Member of the Association but does not have to be on the Board of Directors.
- Appointments to the committees are made by the Board of Directors or the Chair of the committee.
- Participants on committees are selected for their interest expertise, support for The Association mission, and ability to contribute to the goals of the Association. They may be Members of the Association or individuals from other associations and agencies.
- The Board of Directors may remove or reassign any committee chair or member when such action is in the best interest of the Association.
- Committee appointments have indefinite terms.
- A committee member may resign or ask for reassignment at any time.
Section 3 Duties
1. Unless otherwise designated in these Bylaws, all committees shall perform in an advisory and active capacity.
ARTICLE VIII Waiver of Notice
- Whenever any notice of a meeting is required to be given to any director of this Association under the provisions of the Articles of Incorporation, these bylaws or the law of New York State, a waiver of notice in writing signed by the director, whether before or after the time of the meeting, shall be deemed to be equivalent to the giving of such notice.
- A Member\\\'s attendance at a meeting constitutes a waiver of notice requirement unless the Member specifically objects and has such objection noted in the minutes.
ARTICLE IX Non-Liability of Directors
1. The directors shall not be personally liable for the debts, liabilities, or other obligations of the Association.
ARTICLE X Indemnification by Association Directors and Officers
1. The directors and officers of the Association shall be indemnified by the Association to the fullest extent permissible under the laws of New York State.
ARTICLE XI Insurance for Association Agents
1. Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Association (including a director, officer, employee or other agent of the Association) against liabilities asserted out of the agent\\\'s status as such, whether or not the Association would have the power to indemnify the agent against such liability under the Articles of Incorporation, these bylaws, or provisions of law.
ARTICLE XII TAX EXEMPTION PROVISIONS
- No substantial part of the activities of this Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation [except as otherwise provided by Section 501 (h) of the Internal Revenue Code ] and this Association shall not participate in, or intervene in, any political campaign on behalf of, or in opposition to, any candidate for public office
- Notwithstanding any other provisions of these Bylaws, this Association shall not carry on any activities not permitted to be earned on (a) by a corporation exempt from federal income tax under Section 501 (c) (3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code.
Section 2 Prohibition Against Private Inurement
1. No part of the net earnings of this Association shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this Association
ARTICLE XIII Amendments
1 These by-laws may be altered, amended or repealed or new Bylaws may be adopted by a two-thirds vote of those Members present at any properly constituted meeting. Proposed changes to the Bylaws must be distributed by mail for review by the Membership at least 15 days (postmarked) in advance of the Membership meeting at which the change will be voted on.
ARTICLE XIV Merger, Acquisition and Dissolution
Section 1 Mergers and Acquisitions
- The Membership shall consider all offers and opportunities for merging with, acquisition-of, or acquisition-by other similar Associations that have missions compatible with The Association mission.
- Any merger or acquisition plan must be approved by a two-thirds (273) majority of the responding members. In this circumstance, absentee ballots may be collected by telephone, and confirmed in writing within 15 days (postmarked) of the vote.
Section 2 Dissolution
1. Upon dissolution of the Association, assets shall be distributed for one or more exempt purposes within the meaning of section (50T)(c)(3) of the Internal Revenue Code or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to the state or local government for public purposes.
ARTICLE XV Construction and Terms
- If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this Association, the provisions of the Articles of Incorporation shall govern.
- Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.