New York Holstein, Inc. Constitution and By-Laws
as Amended January, 2024
as Amended January, 2024
ARTICLE 1. NAME
This Association shall be known as the "NEW YORK HOLSTEIN Association, Inc.," and is incorporated under and pursuant to the provisions of Article 3 of the Membership Corporations Law of the State of New York.
ARTICLE 2. OBJECTS
Section 1. The purpose of this Association shall be:
First --To assume the responsibility for the administrative management and organizational maintenance of the organization for the members and, by doing so, provide a sound base from which to direct a program of member education, promotion, public relations and information.
Second -- To maintain general dairy industry acceptance of registered Holsteins as a result of the breed's genetic and economic contribution through participation in Holstein breed improvement programs.
Third -- To encourage each member to adopt effective techniques in advertising and
merchandising and, by so doing, promote the breed in New York.
Fourth -- To support effective legislation and the enforcement of laws regarding eradication of contagious bovine diseases.
Fifth -- To encourage club members to actively support their local milk marketing agencies and effective national programs of dairy marketing and research.
ARTICLE 3. MEMBERSHIP
Section 1. Any individual, business, partnership or corporation interested in, or engaged in the breeding of New York State Holstein cattle is eligible to join. Upon receipt and approval of the application and acceptance of the appropriate fee by the Board of Directors of the New York Holstein Association, the applicant shall be deemed a member. An applicant for membership shall make an application upon a form provided by the Association for that purpose.
Section 2. The Board of Directors shall have the power to bestow honorary lifetime membership
upon any person who, in its opinion, deserves such recognition for outstanding service to the New York State Holstein industry.
Section 3. Any member deemed negligent in maintaining the requirements of membership or
violating any of the provisions of the By-Laws of the Association, may be expelled from membership upon a two-thirds (2/3) vote of the Directors of the Association, and thereupon his membership shall cease and his certificate of membership be canceled; providing, however, that a thirty (30) day written notice from the Secretary has been mailed to such member at his post-office address, as it shall appear on the books of the Association, advising of the contemplated action, giving the reasons therefore and extending an opportunity to such member to appear before the Board of Directors for a hearing.
Section 4. Cancellation of National membership also terminates State membership until such
time that the Holstein Association USA reinstates membership.
Section 5. No member shall enjoy the privileges or activities of membership unless said
member's dues are paid as provided by these By-Laws.
ARTICLE 4. JUNIOR MEMBERSHIP AND JUNIOR ASSOCIATION
Section 1. Any individual under 21 years of age as of January 1, of the current year, who is
interested in Holstein cattle may become a Junior member of the New York Holstein Association, Inc. Such membership shall carry no voting rights with the exception of temporary voting rights as may be granted by the Association at any regular or special meeting, for such meeting. The dues are set by the Board of Directors of the New York Holstein Association.
Section 2. Junior members of the New York Holstein Association may form their own
organization, with their own by-laws, provided the Junior Association by-laws do not conflict with these By-Laws.
Section 3. The New York Junior Holstein Association is an extension of the New York Holstein
Association, Inc., and derives all of its authority from the parent organization. The final governing body shall be the Board of Directors of the New York Holstein Association.
Section 4. Membership in the New York Junior Holstein Association shall be open to all Juniors
who meet the requirements as defined in Article 4, Section 1, of these By-Laws.
Section 5. The New York Junior Holstein Association shall furnish the Board of Directors of the
New York Holstein Association financial reports semi-annually, and with an annual budget.
Section 6. Actual financial transactions must be made through the offices of the New York
Holstein Association with all checks signed or consigned by a staff member of the New York Holstein Association, Inc.
Section 7. The New York Junior Holstein Association may designate, either by election or
appointment, a member to represent the Junior Association at Board of Directors meetings of the New York Holstein Association. This designated person will have full voting privileges of the Association.
ARTICLE 5. MEMBERSHIP FEE AND FINANCE
Section 1. The responsibility of setting annual dues fee structure of the association will be given
to the Board of Directors.
Section 2. The annual dues shall accompany each application for membership and in such a
case will be regarded as an annual dues for the fiscal year in which said applicant becomes a member.
Section 3. A member of this Association is also a member of a county or sectional Holstein
Club.
Section 7. Associate Breeder: Individuals with religious beliefs forbidding membership in
organizations may apply for Associate Breeder status. This entitles them to register and transfer animals at member rates without joining the association. Associate Breeders are not listed anywhere that the public can see or obtain. The state association sends the Associate Breeder names to Holstein Association USA, explaining the reason for not being listed or contacted. Associate Breeders will pay the same membership fee as regular members, but do not have voting privileges.
Section 8. Retired Holstein Breeder: Qualifications are: 1. The person has been a NY Holstein
Association Member for a minimum of 45 years. 2. The person has retired from active breeding for at least 5 years (i.e. no registration or transfer activity for 5 years). In meeting these qualifications, the member would become eligible for the New York Retired Holstein Breeder Membership at the rate determined by the New York Holstein Board of Directors. This membership gives them the privileges of the Association including voting and activities, and a subscription to the NY Holstein News. It does not give discounts on registrations and transfers. The Retired Holstein Breeder Membership would return to a regular membership and rate with any registration or transfer activities.
ARTICLE 6. FISCAL YEAR AND MEETINGS
Section 1. The fiscal year of the Association shall commence on the first (1) day of January of
each year and end on the thirty-first (31) day of the following December.
Section 2. The annual meeting of the Association shall be held between January
and March at such place in the State of New York as shall be designated by the Board of Directors.
Section 3. Special meetings may be called by the President at any time. The President shall call a meeting whenever ten (10) Directors shall request in writing.
Section 4. Notice of the time and place of the annual meeting of the Association shall be given
by the Secretary by mailing no more than sixty (60) days and no less than ten (10) days previous to such meeting, postage prepaid, a copy of such notice mailed to each member at his residence or place of business as same shall appear on the books of the Association. Notices of special meetings starting time, place and object thereof shall be given by email or mailing postage prepaid, at least ten (10) days before such meeting, a copy of such notice addressed to each member at his post-office address as the same appears on the books of the Association.
Section 5. One (1) percent of the previous years membership of the Association
in good standing. as provided by the By-Laws, shall constitute a quorum for the transaction of business at any meeting.
Section 6. At all meetings each member of the Association shall be entitled to one (1) vote on all questions and no proxies shall be voted.
Section 7. In all parliamentary matters of the Association, "Robert's Rules of Order" shall govern in all cases to which they are applicable, subject to the Certificate of Incorporation and By-Laws of this Association.
ARTICLE 7. DIRECTORS AND OFFICERS
Section 1. The Board of Directors of this Association shall consist of one member from each duly affiliated county or district club now existing or later authorized by the Board of Directors. The term of office shall be determined by the county or district club. As additional county or district clubs become affiliated, the size of the Board of Directors shall be increased accordingly and a Director elected at the annual meeting of the Association from such county or district club.
Section 2. Each affiliated county or district club shall select from its membership a nominee for
Director whose name shall be submitted to the Association office not less than ten (10) days before the annual meeting. In the event of a failure of a county or district club to submit such name, nomination for such vacancy or vacancies may be at the annual meeting (from the membership of the local or district club failing to submit a name in nomination).
Section 3. Any Director who fails to attend at least one (1) meeting of the Board of Directors in
any year shall be deemed to have relinquished his office and a vacancy shall be deemed to exist. Such vacancy shall be filled as hereinafter provided.
Section 4. Directors shall hold office until their successors shall have been elected and duly
qualified. Vacancies may be filled by the Board of Directors in accordance with the plan outlined in Section 1 of this article, until the succeeding annual meeting of the Association. In the event of contested nominations, a majority vote shall govern.
Section 5. The officers of the Association shall be a President, First Vice-President, Second
Vice-President and Treasurer, who shall be elected annually by the Board of Directors, and who shall become voting members of the Board. Vacancies shall be filled for the unexpired terms by the Board of Directors in the manner provided for the original election of officers. The Board of Directors shall meet within five (5) days after the annual election of directors and shall at that time elect the officers of the Association for the ensuing year. In the event the reorganizational meeting of the Board of Directors is held during an annual meeting of the Association, newly elected officers shall not assume their positions until the completion of said annual meeting.
Section 6. A majority of the Board of Directors shall constitute a quorum at any meeting of the
Board for the transaction of business.
Section 7. Any Director or officer of the Association may at any regular meeting or at any special meeting called for that purpose, be removed from office by a vote of not less than three-fourths (3/4) of the members present. Notice of the time, place and object of any such meeting shall be given in the manner prescribed in these By-Laws to the members and to the Director or officer against whom the charges are to be presented. Such Director or officer shall at the same time be informed in writing of such charges and at such meeting shall have an opportunity to be heard in person, by counsel, and by witness in regard thereto.
Section 8. Notice of time, date, location and agenda of all Directors meetings shall be given to
each Director at least ten (10) days prior to said meeting. If it is held immediately after the annual meeting, notice need not be given.
Section 9. Officers or Directors of the Holstein Association of America residing within the State of New York shall be voting members of the Board.
Section 10. In the event that any Director is unable to attend a Board meeting, the director will
select an alternate to attend the meeting and participate in discussion with voting privileges.
ARTICLE 8. DUTIES OF DIRECTORS
Section 1. The Board of Directors shall manage the business and affairs of the Association and
make the necessary rules and regulations, not inconsistent with the law or with these By-Laws, for the management of the business and the guidance of the officers, employees, and agents of the Association.
Section 2. The Board of Directors are empowered to hire an Executive Manager to carry out its
policies and manage the day to day operations of the Association, as defined in a job description and work intention agreement. The Executive Manager shall be deemed the Secretary of the Association.
Section 3. The Board of Directors alone shall have the authority to create new salaried positions.
Section 4. The Executive Committee shall create job description and work intention agreements
for all salaried employees. This job description and work intention agreement shall contain the duties and responsibilities of the employee, the annual salary and fringe benefits. This shall be reviewed annually by the Board of Directors prior to November 15th.
Section 5. The Board of Directors shall provide the Treasurer and all other officers, agents and
employees charged by the Association with responsibility for the custody of any of its funds or property with bonds of sufficient surety for the faithful performance of their duties as such.
Section 6. The Board of Directors shall meet at least three times during the year in addition to
the Re-organizational Meeting. Special meetings shall be held on the call of the President or upon written request of four (4) members of the Board of Directors. Special meetings may be held at any place designated in the notice of meeting, as required by Article 7, Section 8.
Section 7. No Director, officer or member of this Association shall receive, directly or indirectly,
any salary or compensation for services rendered by this Association either as such Director or officer or in any other capacity unless authorized by the concurring vote of two-thirds (2/3) of all Directors. In this manner, the Board of Directors shall have the power to fix salaries and compensation for services rendered by a director, which shall also include reimbursement for monies actually spent while traveling as an employee or agent of the Association.
Section 8. The Directors of this Association shall, as provided by law (Section 46, Membership
Corporation Law) , present at the annual meeting a financial report verified by the President and
Treasurer, or by a majority of the Directors, which report shall be filed with the records of the corporation and an abstract thereof entered in the minutes of the proceedings of the annual meeting.
Section 9. There shall be an executive committee consisting of the President, First Vice
President, Second Vice President. Treasurer, and four (4) members of the Board of Directors or members at large, elected by the New York County Club Directors. The four (4) members will be elected to four year terms with an election each year for one (1) of the expiring terms. There are no term limits to these positions.
Section 10. The Executive Committee shall meet at the call of the President or upon the written
request of two (2) members of the Executive Committee. A majority of members shall constitute a quorum. Notice of such meeting must be at least twenty-four (24) hours prior to said meeting.
Section 11. The Board of Directors and the Executive Committee shall cause to be kept a record of its proceedings and a report made thereof at the ensuing annual meeting of the Association.
Section 12. It shall be the duty of the Board of Directors, before each annual meeting, to
recommend a budget for the following year, which shall be presented at the annual meeting.
ARTICLE 9. DUTIES OF OFFICERS
Section 1. The President shall:
a. Preside over all meetings of the Association of the Board of Directors and of the Executive
Committee.
b. Sign as President, with the Treasurer, all notes, deeds and other instruments on behalf of the
Association.
c. Call special meetings of the Association, the Board of Directors and the Executive Committee.
d. Incur no liabilities on the part of the Association in an amount exceeding $50.00 without the
authority of the Board of Directors or of the Executive Committee.
e. Will, with the approval of the Board of Directors, annually appoint committees charged with the responsibility of planning, developing and executing programs to develop the objectives of this Association. Perform all acts and duties required of an executive and presiding officer.
Section 2. The Vice-Presidents shall, in the absence, disability or refusal of the President,
perform all duties of the office. Their responsibilities being in the order of their seniority.
Section 3. The Treasurer shall:
a. Make a full report of all matters and business pertaining to this office to the members at the
annual meeting and to the Directors whenever required, and make all reports required by law.
b. Sign with the President, all notes and other obligations of the Association.
c. Have the power to sign checks.
d. Immediately after the close of each fiscal year, the Treasurer shall have the finances reviewed by a certified public accountant. A written report of the review shall be submitted to the members at the first annual meeting following the close of the fiscal year for which the review is made.
e. Perform such other duties as may be required of him by the Board of Directors.
ARTICLE 10. DUTIES AND RIGHTS OF MEMBERS
Section 1. Any member may withdraw from the Association at any time by submitting a
statement to that effect addressed to the Secretary of the Association. Such resignation shall not take effect until it has been acted upon by the Board of Directors. Such withdrawal shall not affect any right which the Association has against the retiring member with respect to any indebtedness to the Association which said member may have.
Section 2. Any member having a grievance or complaint against the Association or the officials
thereof, may appeal to the members of the Association at any regular or special meeting.
Section 3. Unless otherwise provided by law or by these By-Laws, all the right, title and interest
of a member of this Association in or to the Corporation or its property, shall cease on the termination of his membership.
ARTICLE 11. COMMUNICATIONS
Section 1. The official publication of the New York Holstein Association shall be The New York Holstein News and will be available to each member of this association with the subscription rate established by the Board of Directors. Any membership notice published in The New York Holstein News will be considered an official notice to the entire membership.
ARTICLE 12. AMENDMENTS
Section 1. These By-Laws may be amended at any meeting by a two-thirds (2/3) vote of the
members present, provided that notice of such proposed amendments is included in the call for said meeting as provided by these By-Laws.
ARTICLE 13. SEAL
Section 1. The seal of the Association shall be in the form of a circle and shall bear the name of
the Association and the year of its incorporation.
ARTICLE 14. TERMINATION OF ASSOCIATION
Section 1. In the event that the New York Holstein Association, Inc. terminates its existence at
any time in the future, all monetary funds held by the Association will be transferred to another existing not for profit organization eligible under Internal Revenue Service section 501 (C-3) chosen by a vote of the membership.
Amended November, 2020
Amended November, 2022
Amended January, 2024
This Association shall be known as the "NEW YORK HOLSTEIN Association, Inc.," and is incorporated under and pursuant to the provisions of Article 3 of the Membership Corporations Law of the State of New York.
ARTICLE 2. OBJECTS
Section 1. The purpose of this Association shall be:
First --To assume the responsibility for the administrative management and organizational maintenance of the organization for the members and, by doing so, provide a sound base from which to direct a program of member education, promotion, public relations and information.
Second -- To maintain general dairy industry acceptance of registered Holsteins as a result of the breed's genetic and economic contribution through participation in Holstein breed improvement programs.
Third -- To encourage each member to adopt effective techniques in advertising and
merchandising and, by so doing, promote the breed in New York.
Fourth -- To support effective legislation and the enforcement of laws regarding eradication of contagious bovine diseases.
Fifth -- To encourage club members to actively support their local milk marketing agencies and effective national programs of dairy marketing and research.
ARTICLE 3. MEMBERSHIP
Section 1. Any individual, business, partnership or corporation interested in, or engaged in the breeding of New York State Holstein cattle is eligible to join. Upon receipt and approval of the application and acceptance of the appropriate fee by the Board of Directors of the New York Holstein Association, the applicant shall be deemed a member. An applicant for membership shall make an application upon a form provided by the Association for that purpose.
Section 2. The Board of Directors shall have the power to bestow honorary lifetime membership
upon any person who, in its opinion, deserves such recognition for outstanding service to the New York State Holstein industry.
Section 3. Any member deemed negligent in maintaining the requirements of membership or
violating any of the provisions of the By-Laws of the Association, may be expelled from membership upon a two-thirds (2/3) vote of the Directors of the Association, and thereupon his membership shall cease and his certificate of membership be canceled; providing, however, that a thirty (30) day written notice from the Secretary has been mailed to such member at his post-office address, as it shall appear on the books of the Association, advising of the contemplated action, giving the reasons therefore and extending an opportunity to such member to appear before the Board of Directors for a hearing.
Section 4. Cancellation of National membership also terminates State membership until such
time that the Holstein Association USA reinstates membership.
Section 5. No member shall enjoy the privileges or activities of membership unless said
member's dues are paid as provided by these By-Laws.
ARTICLE 4. JUNIOR MEMBERSHIP AND JUNIOR ASSOCIATION
Section 1. Any individual under 21 years of age as of January 1, of the current year, who is
interested in Holstein cattle may become a Junior member of the New York Holstein Association, Inc. Such membership shall carry no voting rights with the exception of temporary voting rights as may be granted by the Association at any regular or special meeting, for such meeting. The dues are set by the Board of Directors of the New York Holstein Association.
Section 2. Junior members of the New York Holstein Association may form their own
organization, with their own by-laws, provided the Junior Association by-laws do not conflict with these By-Laws.
Section 3. The New York Junior Holstein Association is an extension of the New York Holstein
Association, Inc., and derives all of its authority from the parent organization. The final governing body shall be the Board of Directors of the New York Holstein Association.
Section 4. Membership in the New York Junior Holstein Association shall be open to all Juniors
who meet the requirements as defined in Article 4, Section 1, of these By-Laws.
Section 5. The New York Junior Holstein Association shall furnish the Board of Directors of the
New York Holstein Association financial reports semi-annually, and with an annual budget.
Section 6. Actual financial transactions must be made through the offices of the New York
Holstein Association with all checks signed or consigned by a staff member of the New York Holstein Association, Inc.
Section 7. The New York Junior Holstein Association may designate, either by election or
appointment, a member to represent the Junior Association at Board of Directors meetings of the New York Holstein Association. This designated person will have full voting privileges of the Association.
ARTICLE 5. MEMBERSHIP FEE AND FINANCE
Section 1. The responsibility of setting annual dues fee structure of the association will be given
to the Board of Directors.
Section 2. The annual dues shall accompany each application for membership and in such a
case will be regarded as an annual dues for the fiscal year in which said applicant becomes a member.
Section 3. A member of this Association is also a member of a county or sectional Holstein
Club.
Section 7. Associate Breeder: Individuals with religious beliefs forbidding membership in
organizations may apply for Associate Breeder status. This entitles them to register and transfer animals at member rates without joining the association. Associate Breeders are not listed anywhere that the public can see or obtain. The state association sends the Associate Breeder names to Holstein Association USA, explaining the reason for not being listed or contacted. Associate Breeders will pay the same membership fee as regular members, but do not have voting privileges.
Section 8. Retired Holstein Breeder: Qualifications are: 1. The person has been a NY Holstein
Association Member for a minimum of 45 years. 2. The person has retired from active breeding for at least 5 years (i.e. no registration or transfer activity for 5 years). In meeting these qualifications, the member would become eligible for the New York Retired Holstein Breeder Membership at the rate determined by the New York Holstein Board of Directors. This membership gives them the privileges of the Association including voting and activities, and a subscription to the NY Holstein News. It does not give discounts on registrations and transfers. The Retired Holstein Breeder Membership would return to a regular membership and rate with any registration or transfer activities.
ARTICLE 6. FISCAL YEAR AND MEETINGS
Section 1. The fiscal year of the Association shall commence on the first (1) day of January of
each year and end on the thirty-first (31) day of the following December.
Section 2. The annual meeting of the Association shall be held between January
and March at such place in the State of New York as shall be designated by the Board of Directors.
Section 3. Special meetings may be called by the President at any time. The President shall call a meeting whenever ten (10) Directors shall request in writing.
Section 4. Notice of the time and place of the annual meeting of the Association shall be given
by the Secretary by mailing no more than sixty (60) days and no less than ten (10) days previous to such meeting, postage prepaid, a copy of such notice mailed to each member at his residence or place of business as same shall appear on the books of the Association. Notices of special meetings starting time, place and object thereof shall be given by email or mailing postage prepaid, at least ten (10) days before such meeting, a copy of such notice addressed to each member at his post-office address as the same appears on the books of the Association.
Section 5. One (1) percent of the previous years membership of the Association
in good standing. as provided by the By-Laws, shall constitute a quorum for the transaction of business at any meeting.
Section 6. At all meetings each member of the Association shall be entitled to one (1) vote on all questions and no proxies shall be voted.
Section 7. In all parliamentary matters of the Association, "Robert's Rules of Order" shall govern in all cases to which they are applicable, subject to the Certificate of Incorporation and By-Laws of this Association.
ARTICLE 7. DIRECTORS AND OFFICERS
Section 1. The Board of Directors of this Association shall consist of one member from each duly affiliated county or district club now existing or later authorized by the Board of Directors. The term of office shall be determined by the county or district club. As additional county or district clubs become affiliated, the size of the Board of Directors shall be increased accordingly and a Director elected at the annual meeting of the Association from such county or district club.
Section 2. Each affiliated county or district club shall select from its membership a nominee for
Director whose name shall be submitted to the Association office not less than ten (10) days before the annual meeting. In the event of a failure of a county or district club to submit such name, nomination for such vacancy or vacancies may be at the annual meeting (from the membership of the local or district club failing to submit a name in nomination).
Section 3. Any Director who fails to attend at least one (1) meeting of the Board of Directors in
any year shall be deemed to have relinquished his office and a vacancy shall be deemed to exist. Such vacancy shall be filled as hereinafter provided.
Section 4. Directors shall hold office until their successors shall have been elected and duly
qualified. Vacancies may be filled by the Board of Directors in accordance with the plan outlined in Section 1 of this article, until the succeeding annual meeting of the Association. In the event of contested nominations, a majority vote shall govern.
Section 5. The officers of the Association shall be a President, First Vice-President, Second
Vice-President and Treasurer, who shall be elected annually by the Board of Directors, and who shall become voting members of the Board. Vacancies shall be filled for the unexpired terms by the Board of Directors in the manner provided for the original election of officers. The Board of Directors shall meet within five (5) days after the annual election of directors and shall at that time elect the officers of the Association for the ensuing year. In the event the reorganizational meeting of the Board of Directors is held during an annual meeting of the Association, newly elected officers shall not assume their positions until the completion of said annual meeting.
Section 6. A majority of the Board of Directors shall constitute a quorum at any meeting of the
Board for the transaction of business.
Section 7. Any Director or officer of the Association may at any regular meeting or at any special meeting called for that purpose, be removed from office by a vote of not less than three-fourths (3/4) of the members present. Notice of the time, place and object of any such meeting shall be given in the manner prescribed in these By-Laws to the members and to the Director or officer against whom the charges are to be presented. Such Director or officer shall at the same time be informed in writing of such charges and at such meeting shall have an opportunity to be heard in person, by counsel, and by witness in regard thereto.
Section 8. Notice of time, date, location and agenda of all Directors meetings shall be given to
each Director at least ten (10) days prior to said meeting. If it is held immediately after the annual meeting, notice need not be given.
Section 9. Officers or Directors of the Holstein Association of America residing within the State of New York shall be voting members of the Board.
Section 10. In the event that any Director is unable to attend a Board meeting, the director will
select an alternate to attend the meeting and participate in discussion with voting privileges.
ARTICLE 8. DUTIES OF DIRECTORS
Section 1. The Board of Directors shall manage the business and affairs of the Association and
make the necessary rules and regulations, not inconsistent with the law or with these By-Laws, for the management of the business and the guidance of the officers, employees, and agents of the Association.
Section 2. The Board of Directors are empowered to hire an Executive Manager to carry out its
policies and manage the day to day operations of the Association, as defined in a job description and work intention agreement. The Executive Manager shall be deemed the Secretary of the Association.
Section 3. The Board of Directors alone shall have the authority to create new salaried positions.
Section 4. The Executive Committee shall create job description and work intention agreements
for all salaried employees. This job description and work intention agreement shall contain the duties and responsibilities of the employee, the annual salary and fringe benefits. This shall be reviewed annually by the Board of Directors prior to November 15th.
Section 5. The Board of Directors shall provide the Treasurer and all other officers, agents and
employees charged by the Association with responsibility for the custody of any of its funds or property with bonds of sufficient surety for the faithful performance of their duties as such.
Section 6. The Board of Directors shall meet at least three times during the year in addition to
the Re-organizational Meeting. Special meetings shall be held on the call of the President or upon written request of four (4) members of the Board of Directors. Special meetings may be held at any place designated in the notice of meeting, as required by Article 7, Section 8.
Section 7. No Director, officer or member of this Association shall receive, directly or indirectly,
any salary or compensation for services rendered by this Association either as such Director or officer or in any other capacity unless authorized by the concurring vote of two-thirds (2/3) of all Directors. In this manner, the Board of Directors shall have the power to fix salaries and compensation for services rendered by a director, which shall also include reimbursement for monies actually spent while traveling as an employee or agent of the Association.
Section 8. The Directors of this Association shall, as provided by law (Section 46, Membership
Corporation Law) , present at the annual meeting a financial report verified by the President and
Treasurer, or by a majority of the Directors, which report shall be filed with the records of the corporation and an abstract thereof entered in the minutes of the proceedings of the annual meeting.
Section 9. There shall be an executive committee consisting of the President, First Vice
President, Second Vice President. Treasurer, and four (4) members of the Board of Directors or members at large, elected by the New York County Club Directors. The four (4) members will be elected to four year terms with an election each year for one (1) of the expiring terms. There are no term limits to these positions.
Section 10. The Executive Committee shall meet at the call of the President or upon the written
request of two (2) members of the Executive Committee. A majority of members shall constitute a quorum. Notice of such meeting must be at least twenty-four (24) hours prior to said meeting.
Section 11. The Board of Directors and the Executive Committee shall cause to be kept a record of its proceedings and a report made thereof at the ensuing annual meeting of the Association.
Section 12. It shall be the duty of the Board of Directors, before each annual meeting, to
recommend a budget for the following year, which shall be presented at the annual meeting.
ARTICLE 9. DUTIES OF OFFICERS
Section 1. The President shall:
a. Preside over all meetings of the Association of the Board of Directors and of the Executive
Committee.
b. Sign as President, with the Treasurer, all notes, deeds and other instruments on behalf of the
Association.
c. Call special meetings of the Association, the Board of Directors and the Executive Committee.
d. Incur no liabilities on the part of the Association in an amount exceeding $50.00 without the
authority of the Board of Directors or of the Executive Committee.
e. Will, with the approval of the Board of Directors, annually appoint committees charged with the responsibility of planning, developing and executing programs to develop the objectives of this Association. Perform all acts and duties required of an executive and presiding officer.
Section 2. The Vice-Presidents shall, in the absence, disability or refusal of the President,
perform all duties of the office. Their responsibilities being in the order of their seniority.
Section 3. The Treasurer shall:
a. Make a full report of all matters and business pertaining to this office to the members at the
annual meeting and to the Directors whenever required, and make all reports required by law.
b. Sign with the President, all notes and other obligations of the Association.
c. Have the power to sign checks.
d. Immediately after the close of each fiscal year, the Treasurer shall have the finances reviewed by a certified public accountant. A written report of the review shall be submitted to the members at the first annual meeting following the close of the fiscal year for which the review is made.
e. Perform such other duties as may be required of him by the Board of Directors.
ARTICLE 10. DUTIES AND RIGHTS OF MEMBERS
Section 1. Any member may withdraw from the Association at any time by submitting a
statement to that effect addressed to the Secretary of the Association. Such resignation shall not take effect until it has been acted upon by the Board of Directors. Such withdrawal shall not affect any right which the Association has against the retiring member with respect to any indebtedness to the Association which said member may have.
Section 2. Any member having a grievance or complaint against the Association or the officials
thereof, may appeal to the members of the Association at any regular or special meeting.
Section 3. Unless otherwise provided by law or by these By-Laws, all the right, title and interest
of a member of this Association in or to the Corporation or its property, shall cease on the termination of his membership.
ARTICLE 11. COMMUNICATIONS
Section 1. The official publication of the New York Holstein Association shall be The New York Holstein News and will be available to each member of this association with the subscription rate established by the Board of Directors. Any membership notice published in The New York Holstein News will be considered an official notice to the entire membership.
ARTICLE 12. AMENDMENTS
Section 1. These By-Laws may be amended at any meeting by a two-thirds (2/3) vote of the
members present, provided that notice of such proposed amendments is included in the call for said meeting as provided by these By-Laws.
ARTICLE 13. SEAL
Section 1. The seal of the Association shall be in the form of a circle and shall bear the name of
the Association and the year of its incorporation.
ARTICLE 14. TERMINATION OF ASSOCIATION
Section 1. In the event that the New York Holstein Association, Inc. terminates its existence at
any time in the future, all monetary funds held by the Association will be transferred to another existing not for profit organization eligible under Internal Revenue Service section 501 (C-3) chosen by a vote of the membership.
Amended November, 2020
Amended November, 2022
Amended January, 2024