BY – LAWS of the
Empire State Honey Producers Association, Inc.
Adopted November 19, 2010
Amended & Adopted November 16, 2012
Amended and Adopted November 15, 2013
Amended and Adopted February 6, 2021
Amended and Adopted November 11, 2024
ARTICLE I – OFFICES
The principal office of the corporation shall be in the Town of Phelps , County of Ontario, State of New York. The principal office of the corporation may be moved to other places within or without this state as the board may from time to time determine or the business of the corporation may require. The corporation may also have offices at such other places within or without this state as the board may from time to time determine or the business of the corporation may require.
ARTICLE II – PURPOSES
The purposes for which this corporation has been organized are as follows:
To promote and protect the interests of New York State beekeepers.
To form an association for mutual benefit of New York State honey producers and including but not limited to the following:
to promote and assist in efforts to preserve and protect the honey bee and honey products by actively supporting other not-for-Profit organizations in their research efforts to protect the honey bee and to protect and ensure a valued market for honey products,
to assist New York State honey producers in promoting, marketing and publicizing both honey and hive products
to educate the public to the value of honey bees as pollinators of our food crops in NY
to aid in presenting a uniform point of view on concerns of New York State honey producers and beekeepers to State and Federal agencies and the public.
to educate the NYS consumer of the value of honey and the importance of honey bees in our ecosystem
ESHPA is not the fundraising institution to support the purposes of the organization. It’s sister organization the New York State Beekeepers Association (NYSBA) is the
foundation for fundraising used to support the outreach programs of ESHPA.
To do any other act or thing incidental to or connected with the foregoing purposes or in advancement thereof, but not for the pecuniary profit or financial gain of its members, directors, or officers except as permitted under Article 5 of the Not-For-Profit Corporation Law.
ARTICLE III – MEMBERSHIP
QUALIFICATIONS FOR MEMBERSHIP
Membership in this not-for-profit corporation is open to anyone interested in beekeeping, and whom is keeping bees.
Annual and life membership dues are set by the Board of Directors and approved by the general membership. Only paid-up members are eligible to vote on corporate business.
Spouses of members must take out a separate membership if they each wish to vote.
A paid-up membership is entitled to one vote.
The Board may as it sees fit, bestow upon an outstanding member an Honorary Life Membership.
MEMBERSHIP MEETINGS
The Annual Membership Meeting of the corporation shall be held at the fall meeting. In an unprecedented event the membership meeting may be postponed by the board and not meeting until the state of emergency has been lifted, or other arrangements may be made.
The Secretary shall cause a notice of such meeting to be mailed, or emailed to all members at their on-file address as they appear in the membership software of the corporation.
All meetings of the Corporation shall be conducted in accordance to :
Roberts Rules of Order Newly Revised
Regular meetings of the corporation shall be held twice per year: unless unprecedented event occurs, if this is the case the meeting may be postponed by the board and not meeting until the state of emergency has been lifted, or other arrangements may be made.
All persons appearing on such membership roll shall be entitled to vote at all meetings
1. Summer Picnic Meeting: The Summer Picnic Meeting may be held the last Saturday in July (unless announced otherwise) at a site to be determined. A meeting of the Board of Directors will be held prior to the Summer Meeting . A business/ general Membership meeting will be held at the Summer Meeting .
2. Fall Meeting: The Fall Meeting will be held in November or December at a location to be determined by the Board of Directors. The Annual Membership Meeting will be held at this time to elect Officers and Directors as well as transact other business of the Association. The Treasurer will make a financial report for the previous year available to the membership at this time.
The presence at any membership meeting of not less than twenty percent (20%) of all paid-up members of the corporation shall constitute a quorum and shall be necessary to conduct the business of the corporation.. If a quorum is not present , official business may be conducted electronically, at a future date.
A membership roll showing the list of members as of the record date, certified by the Secretary of the corporation, shall be kept as a record of the vote on any business conducted.
SPECIAL MEETINGS
Special meetings of the corporation may be called by the directors. The Secretary shall cause a notice of such meeting to be mailed, or emailed to all members at their on file addresses as they appear in the membership roll book at least ten days but not more than thirty days before the scheduled date of such meeting. Such notice shall state the date, time, place and purpose of the meeting and by whom called.
No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.
FIXING RECORD DATE
For the purpose of determining the members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining the members entitled to receive any distribution or any allotment of any rights, or for the purpose of any other action, the board shall fix, in advance, a date as the record date for any such determination of members. Such date shall not be more than thirty or less than ten days before any such meeting, or more than thirty days prior to any other action.
ACTION BY MEMBERS WITHOUT A MEETING
Whenever members are required or permitted to take any action by vote, such action may be taken without a meeting by electronic consent, setting forth the action so taken, approved by all the members entitled to vote thereon.
PROXIES. (amended November 15, 2013 to remove Proxy Voting) Proxy voting is not allowed.
ORDER OF BUSINESS.
The order of business at all meetings of members shall be as follows:
Roll call
Review and approval of the minutes of the preceding meeting
Reports of committees
Reports of officers
Old and unfinished business
New business
Adjournments
MEMBERSHIP DUES
Annual and life membership due level amount and due dates are set by the Board of Directors and approved by the general membership of the corporation and may be amended from time-to-time.
ARTICLE IV – DIRECTORS
MANAGEMENT OF THE CORPORATION
The corporation shall be managed by the Board of Directors which shall consist of not less than three directors. Each director shall be at least nineteen years of age.and a paid member of the organization. Failure to keep dues current is grounds for dismissal from board duties All directors must have the ability to communicate electronically. Attendance of 75% and or failure to attend 3 consecutive meetings is grounds for removal from the board, based upon board approval .
2. ELECTION AND TERM OF DIRECTORS
At each Summer Picnic Meeting, the membership shall have the opportunity to nominate officers and directors.If the summer meeting is unable to happen , the nomininations will be done electronically and the voted upon at the next meeting the orgainization is able to hold . At each Fall Annual Meeting of the members, the membership shall elect directors to hold office Each director shall hold office until the expiration of the term for which he/she was elected and until his/her successor has been elected and shall have qualified, or until his/her prior resignation or removal.
Directors will be elected to a three year term (limited to two consecutive terms) and will represent the different areas of New York State as follows:
no more than two from the Western Region (includes; Allegheny, Chautauqua, Cattaraugus, Erie, Genesee, Livingston, Monroe, Niagara, Orleans, & Wyoming counties),
no more than two from the Central Region (includes; Broome, Cayuga, Chemung, Chenango, Madison, Onondaga, Ontario, Seneca, Schuyler, Steuben, Tioga, Tompkins, Wayne & Yates counties),
no more than two from the Eastern Region (includes; Albany, Columbia, Delaware, Greene, Montgomery, Otsego, Rensselaer, Schenectady and Schoharie counties),
no more than two from the Northern Region (includes; Clinton, Essex, Franklin , Fulton, Hamilton, Herkimer, Jefferson, Lewis, Oneida, Oswego, Saratoga, St. Lawrence, Warren and Washington counties),
and no more than one from the Southern Region (includes; Bronx, Dutchess, Kings, Nassau, Orange, Putnam, Queens,Richmond, Rockland, Suffolk, Sullivan, Ulster & Westchester counties.
The eighth Director is at-large and is to be appointed by the President. The Newsletter Editor is appointed by the Board of Directors and then becomes a voting member of the board. The State Fair Director is elected to a three year term and may hold consecutive terms.
3. NEWLY CREATED DIRECTORSHIPS AND VACANCIES
Newly created directorship’s resulting from an increase in the number of directors and vacancies occurring in the board for any reason may be filled by a vote of a majority of the directors then in office, as long as a quorum exists. Vacancies occurring due to the removal of directors without cause shall be filled by vote of the board. A director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his/her predecessor.
4.REMOVAL OF DIRECTORS
Any or all the directors may be removed for cause by vote of the members or by action of the board. Directors may be removed without cause only by vote of the members.
5. RESIGNATION
A director may resign at any time by fiving written notice to the board, the president or the Secretary of the corporation. Unless otherwise specied in the notice, the resignation shall take effect upon receipt thereof by the board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.
6. QUORUM OF DIRECTORS
Unless otherwise provide in the certificate of incorporation, a majority of the entire board shall constitute a quorum for the transaction of business or of any specified item of business.
7. ACTION OF THE BOARD
Unless otherwise required by law, the vote of a majority of the entire board shall be the action of the board if a quorum is present as such time. Each director present shall have one vote.
8. PLACE AND TIME OF BOARD MEETINGS.
The board may hold its meetings at the office of the corporation or at such other places, either within or outside the state, as it may from time to time determine.
9. REGULAR ANNUAL MEETINGS.
A regular annual meeting of the board shall be held at the Fall Annual Meeting of the members at the place of the Fall Annual Meeting of members.
10. NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT.
Regular meetings of the board may be held without notice at such time and place as it shall determine. Special meetings of the board shall be held upon notice to the director’s and may be called by the president within three days’ notice to each director either personal or by email or text message: special meeting shall be called by the president or by the Secretary in a like manner on request of two directors.
A majority of the director’s present, whether a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given all directors who were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors.
11. SUB COMMITTEES.
The board, by resolution adopted by a majority of the entire board, may designate from among its members a subcommittee or other committees, each consisting of three or more directors. Each such committee shall serve under the direction of the board. Each sub committee shall have a chair who is tasked with organizing and conducting the business of said committee. The Sub Committee shall report back to the board in a timely manner.
ARTICLE V – OFFICERS
OFFICES, ELECTION, TERM
Unless otherwise provided for in the certificate of incorporation, the board may elect or appoint a president; one or more vice-presidents, a secretary and a treasurer, and such other officers as it may determine who shall have such duties, powers and functions as hereinafter provided. All officers may be nominated at the Summer Annual Meeting of the members and elected or appointed to hold office at the Fall Annual Meeting of the members. Each officer shall hold office for the term for which he/she is elected or appointed and until his/her successor has been elected or appointed and qualified and until his successor has been elected or appointed. Officers’ term of office is 2 years; officers may serve two consecutive terms apart from the treasurer who may serve more than 2 consecutive terms.
Any two or more offices may be held by the same person, except the offices of president; however, an officer may only cast one vote.
2. REMOVAL, RESIGNATION, SALARY
Any officer elected or appointed by the board may be removed by the board with or without cause. In the event of the death, resignation or removal of an officer, the board in its discretion may elect or appoint a successor to fill the unexpired term. The salaries of all officers, if any, shall be fixed by the board.
3. PRESIDENT
The president shall be the chief executive officer of the corporation; he/she shall preside at all meetings of the members and of the board; he/she shall have the general management of the affairs of the corporation and shall see that all orders and resolutions of the board are carried into effect.
4. VICE-PRESIDENTS
During the absence or disability of the president, the vice-president, or if there are more than one, the first vice-president, shall have all the powers and functions of the president. Each vice-president shall perform such other duties as the board shall prescribe. Duties of the 1st VP is the chair for Fall meeting program, 2nd VP is the chair for Summer Meeting, 3rd VP chair of Outreach committee and to shadow 1st and 2nd VP in their respective duties.
5. TREASURER
The Treasurer shall have the care and custody of all the funds and securities of the corporation.
He/she shall deposit said funds in the name of the corporation in such bank or trust company as the directors may elect;
He/she shall, when duly authorized by the board of directors, sign and execute all contracts in the name of the corporation, when countersigned by the president;
He/she shall also sign all checks, drafts, notes, and orders for the payment of money, which shall be duly authorized by the board of directors.
He/she shall at all reasonable times exhibit his/her books and accounts to any director or member of the corporation upon application at the office of the corporation during ordinary business hours.
At the end of each corporate year, he/she shall have an audit of the accounts of the corporation made by a committee appointed by the president, and shall present such audit in writing at the annual meeting of the members, at which time he/she shall also present an annual report setting forth in full the financial conditions of the corporation.
He/she will assist the Budget Committee with preparation of an annual budget. The budget will be created after the State Fair and presented to the membership for approval at the
6. ALTERNATE-TREASURER
During the absence or disability of the Treasurer, a Vice-President so designated by the board, shall have the powers and functions of the Treasurer.
7. SECRETARY
The Secretary shall keep the minutes of the board of directors and the minutes of the members.
He/she shall have the custody of the seal of the corporation and shall affix and attest the same to documents when duly authorized by the board of directors.
He/she shall attend to the giving and serving of all notices of the corporation, and shall have charge of such books and papers as the board of directors may direct;
He/she shall attend to such correspondence as may be assigned to him/her, and perform all the duties incidental to his/her office.
He/she shall keep a membership list containing the names, alphabetically arranged, of all persons who are members of the corporation, showing their places of residence and the time when they became members.
8. ALTERNATE SECRETARY
During the absence or disability of the Secretary, a Vice-President so designated by the board, shall have all the powers and functions of the Secretary.
ARTICLE VI – SEAL
The seal of the corporation shall be as follows:
(The seal is intentionally blank)
ARTICLE VII – CONSTRUCTION
If there be any conflict between the provisions of the certificate of incorporation and these By-Laws, the provisions of the certificate of incorporation shall govern.
ARTICLE VIII – AMENDMENTS
The By-Laws may be adopted, amended or repealed by the members at the time they are entitled to vote in the election of directors. By-Laws may be adopted, amended or repealed at any membership meeting by a two-thirds (⅔) majority vote of members present, provided that any such amendments be made available in writing to all members thirty (30) days prior to the vote. This maybe done electronically if no meeting is conducted. By laws are to be review and amended if necessary every 2 years.
ARTICLE IX – ENDORSEMENTS
Any use of the ESHPA name shall be prohibited unless authorized by a two-thirds (⅔) majority vote of the Board of Directors at an official directors meeting or by a majority vote of the entire membership.
ARTICLE X – DISSOLUTION
In the unlikely event of dissolution of the Corporation, any remaining assets of the corporation shall be transferred to an organization of the boards choice.