Bylaws

As Adopted January 31, 1979

As Amended December, 1983; February, 2007, December 2010, January 2015

ARTICLE I: MEMBERSHIP AND DUES

Section 1. Membership Categories and Criteria

a) Regular Membership.

i. Any New York State citizen , or alien resident within the State, who is a falconer licensed by the State of New York may become a regular or life member.

ii. Any interested citizen of the state of New York, or alien resident within the state, may become a regular or life member if approved by a majority vote of the Directors.

b) Associate Member. Any person interested in the sport of falconry who subscribes to the purposes for which this organization was founded who is not resident within the state nor otherwise eligible for Regular Membership may become an Associate Member of the Association.

c) Honorary Membership. Any person may become an Honorary Member of the Association.

d) Affiliate Membership. Any reputable organization, incorporated or unincorporated, local, regional, national, or international having interests, purposes and objectives complimentary to, similar to, or allied with those of the New York State Falconry Association, may become an Affiliate Member.

Section 2. Admission to Membership.

a) Admission to all categories of membership shall be at the discretion of the Board of Directors. For the admission of any person or organization to Membership a concurrence of five Directors shall be required.

b) Applicants for Regular Membership, Life Membership, Associate Membership, and Affiliate Membership shall, prior to acceptance, submit a membership application in a form to be determined by the Board of Directors, and shall tender current dues. The application form shall include the applicant's mailing address which shall be used for all purposes.

c) Honorary Membership shall be awarded in accordance with the criteria and in numbers as determined by the Board of Directors.

Section 3. Number and Duration of Memberships.

a) Number. Regular, Associate, and Affiliate memberships shall be without restriction as to number. However, the number of Honorary Members shall not exceed fifteen (15) at any one time. Life Memberships shall be without restriction as to number and offered or awarded under criteria such as shall be determined by the Board of Directors.

b) Duration. Upon timely payment of annual dues, Regular, Associate, and Affiliate memberships shall extend from calendar year to calendar year without interruption, unless otherwise terminated in accordance with these By-Laws. Life memberships shall be for life unless otherwise terminated in accordance with these By-Laws.

c) Honorary Memberships shall continue at the pleasure of the Board of Directors.

Section 4. Privileges of Membership.

a) Regular and Life members shall be entitled to all rights and privileges of the Association, including the rights to vote, to serve as director, and to hold office.

b) Associate, Affiliate, and Honorary Members shall be entitled to all rights and privileges of the Association under these By-Laws except the rights to vote, serve as director, and hold office.

Section 5, Dues.

a) Annual Dues for Regular, Life, Associate, and Affiliate membership shall be established in amounts recommended by the Board of Directors and approved by a two-thirds vote of the Regular membership responding in a timely manner, either by mail or in person.

b) All Honorary Members, and Affiliate member organizations with 10 or more members, 50% of whom hold individual memberships in the Association, shall be exempt from the payment of dues.

c) Dues shall be payable to the Treasurer, New York State Falconry Association, at the time of submission of application for membership, or, in the case of renewals, between January 1st and March 15th annually.

d) Dues shall not be apportionable for any part of the calendar year, either upon admission to or termination of membership.

Section 6. Mailing Address.

a) It shall be the responsibility of each member to maintain a current mailing address on file with the Association at all times. Such addresses shall be used for all purposes within the Association, including mailing of association publications and determination of residence for voting and election qualification.

Section 7. Termination or Suspension of Membership.

a) Regular, Associate, Honorary, Life, or Affiliate Membership may be terminated on the resignation or death of the member (to include dissolution of the organization in the instance of Affiliate Membership).

b) Associate, Honorary, and Affiliate Memberships may be terminated for such cause and in such manner as, in the sole judgment of the Board of Directors, is in the best interests of the Association.

c) Regular membership may be suspended or terminated by the Board of Directors if, in the sole judgment of the Board, such member has violated the By-Laws, rules, or regulations of the Association; or if, in the sole judgment of the Board of Directors, such member's status, activities, or motives are prejudicial to the best interests of the Association. Such suspension or termination shall be imposed only by affirmative vote of six of ten directors, provided that a statement of the grounds for such action shall be sent by certified mail, postage prepaid, to such Member at his address on file with the Association at least 30 days before suspension or termination action is taken by the Board; and provided further that such statement shall advise the member of the schedule date of Board action that he may, prior to that date, submit to the Board for its consideration any matters in explanation, defense, extenuation, or mitigation.

Actions by the Board with respect to suspension or termination shall be final and shall not be subject to ratification by or appeal to the Regular membership. The provisions of this subparagraph are not applicable to Directors and Officers of this Association.

Directors and officers first must be removed from Directorship or Office as hereinafter prescribed prior to any suspension or termination of Regular Membership status. While in a suspended status, a Regular member shall not be entitled to vote, serve as director, or hold office.

ARTICLE II: DIRECTORS

Section 1. Electorate, Qualifications, and Terms.

a) Electorate. The seven directors of the Association shall be elected by vote of the Regular Membership.

b) Qualifications. Directors must meet membership and residence qualifications as follows:

(1) Directors must be Regular members of the Association and have held regular membership therein for a minimum of 365 consecutive days immediately preceding their assumption of office. Acceptance of renewal dues by the Treasurer prior to nomination for office shall be prima facia evidence of uninterrupted membership from the preceding calendar year.

(2) Directors are required to hold a General level New York State Falconry License prior to nomination.

c) Terms. The term of office of a Director shall be for two years.

Section 2. Election of Directors.

a) The Board of Directors shall have general authority to plan for, schedule, and supervise the election of Directors by the Regular Membership. Voting rules and procedures to be promulgated by the Board of Directors shall, among other matters:

1) Permit the completion of regular elections not less than 10 days prior to expiration of the affected incumbent's term;

2) Provide to all Regular Members timely notice of both nomination and elections, and reasonable opportunity to nominate and vote.

3) Insure that at least one qualified candidate is nominated for each Directorship to be filled, and that each nominee is willing to accept a Directorship if elected. Active competition for election to Directorship shall be encouraged.

4) Insure that elections are conducted in a fair and equitable manner.

b) The seven directorships shall be divided into five regional directorships and two at-large directorships. Regional directorships shall be voted upon only by those Regular Members in good standing residing in that region. At-large directorships shall be voted upon by all regular members in good standing.

c) Voting for Directors shall be by written ballot by mail or deposited in person with the Secretary of the Association.

d) A majority (over 50%) of all votes cast for a particular directorship shall be required for election to that position. If no candidate receives a majority, a special election between the two candidates receiving the most votes shall be conducted as expeditiously as possible. If two or more candidates be tied for the most votes, or if one candidate receive the largest number and two or more be tied for the second largest number, then all who were tied shall participate in the special election.

Section 3. Responsibility & Authority of the Board of Directors.

a) Authority. The Board of Directors shall have full control and supervision of the affairs of the Association; shall have full authority to make rules and regulations for the administration of the Association consistent with the Constitution and By-Laws; and shall be responsible to the Regular Membership for the effective and efficient operation of the Association. Within the discretion of the Board of Directors, it may delegate to any director or officer such authority as it deems appropriate.

b) Contracts. In addition to the general powers conferred, the Board of Directors shall control and manage all funds and property of the Association. It shall control and authorize the making of all contracts and purchases of the Association. However, unless specifically authorized by the Regular Membership, it shall have no power or authority to contract for or otherwise obligate the Association for any debts of obligations greater than the amount of money which shall, at the time of contracting such debt or obligation, be in the Treasury, and unappropriated, and in excess of the amount needed for the discharge of debts and liabilities contracted prior thereto. By authority of the Board of Directors, contracts in the name of the Association shall be signed by the President.

c) Fiscal Planning & Audits. On or before April 30th annually the Board of Directors shall cause to be prepared and shall furnish to the regular membership an income and expenditures statement for the previous year together with projection showing anticipated receipts and expenditures for the present year. Directors should participate in an annual audit of the Association’s books, and if a majority feel it necessary, have said books professionally audited.

Section 4. Directors’ Meetings.

a) The Board of Directors shall meet, either in person or by use of the mails, upon call of the President at any time, but not less than twice each calendar year. The President, or in his absence the Vice President, shall preside over all Directors’ Meetings, except as other prescribed in these By-Laws.

b) A quorum as such will not be required, but, unless otherwise prescribed herein, the affirmative vote of not less than four Directors, or three Directors and the President (or in his absence the Vice President) in person or in writing, shall be required for actions on any matter. The President (or Vice President) as presiding officer shall be entitled to vote only to break a tie among all the Directors or to permit action on a matter in which four directors have voted affirmatively.

c) Not less than 20 days from the date of mailing shall be allowed to reply to any request for a vote by mail. Any Director who shall fail on two consecutive occasions to respond to such a request within 30 days from the date of the original mailing shall be considered to have resigned his office as a Director.

d) If the Directors meet in person, written notice shall be mailed to each Director not less than 20 days prior to such meeting. Notice shall not be necessary to any Director who shall waive such notice in writing, or who shall be present in person and not object to the holding of such meeting, or who shall signify his consent to such meeting by signing the minutes thereof.

Section 5. Termination & Removal of Directors.

a) With the approval of the Board Of Directors a Director may resign. The following additional acts or omissions shall be equivalent to resignation, and approval of the Board of Directors shall not be required:

(1) Termination of Regular Membership.

(2) Failure to make timely response to Directors' meetings by mail, as prescribed in Article II, Section 4, of these By-Laws.

b) Unreasonable absence of a Director from his residence, as determined by the Board of Directors, shall be cause for termination of his Directorship. In reaching a decision in such cases the Board shall consider, among other things, the duration of the absence and effectiveness of the individual's communication with his constituents, as well as his responsiveness as a member of the Board of Directors, during his absence.

c) A Director may be removed from office upon written petition signed by five percent (5%) of the Regular members within his electorate or four directors, and approved by a majority vote (over 50%) of the Regular members within his electorate who vote by mail or in person in response to such petition. Within 15 days following receipt of such petition, the Board of Directors shall submit the petition to the appropriate Regular Membership for a vote. Notice of such petition and a ballot shall be mailed to each Regular member concerned not less than twenty days prior to the last day on which votes will be accepted.

d) In the event vacancies in the Board of Directors occur in any manner other than by expiration of term of office, then the remaining members of the Board, by majority vote, shall fill the vacancy temporarily, by appointment from the eligible Regular Membership, provided that such temporary appointment shall continue only until the next regularly scheduled election, at which time the Directorship shall be filled by normal election process, either to the unexpired portion of the term or to a new term, as appropriate.

Section 6. Submission to the Regular Membership.

a) Within the discretion of the Board of Directors, any matter may be submitted to the Regular Membership for a vote by mail. In such event, the Board of Directors shall be bound by the resulting vote of the Regular Membership upon the issue submitted.

b) Upon the written petition of five percent (5%) of the Regular Membership (but not less than 15) any matter, including but not limited to proposed amendments to the Constitution and By-Laws shall be submitted to the Regular Membership for vote by mail. The Board of Directors shall be bound by the resulting vote of the Regular Membership.

c) Within 15 days following receipt of such petition, the Board of Directors shall submit the matter to the Regular Membership for vote. The manner of submission and voting on all matters shall comply with the rules pertaining to Membership Meetings by mail set forth in ARTICLE IV, Section 2, of these By-Laws; provided that, in the instance of the establishment of dues, amendments to the Constitution and By-Laws, and dissolution of the Association: a two-thirds majority of those responding shall be required, and total response must be at least 50% of the Regular Membership.

ARTICLE III: OFFICERS

Section 1. Election, Appointment, Tenure, Qualifications.

a) The Officers of the Association: President, Vice President, Secretary, Treasurer, shall be elected from the Regular membership by majority vote of the Regular membership. Voting for officers above mentioned shall be by written ballot by mail or deposited in person with the Secretary of the Association. A majority (over 50%) of all votes cast for a particular office shall be required for election to that position. If no candidate receives a majority, a special election between two candidates receiving the most votes shall be conducted as expeditiously as possible. If two or more candidates be tied for the most votes, or if one candidate receive the largest number and two or more be tied for the second largest number, then all who were tied shall participate in the special election.

b) The tenure of the President, Vice President, Secretary, and Treasurer shall be for two years.

c) In accordance with Article 4, Section 2 of the Constitution, the President, with the approval of the Board of Directors, may appoint other such officers out of the regular membership as may be necessary for the proper functioning of the Association. Such appointed officers serve at the pleasure of the President.

d) The Board of Directors shall be responsible for the prompt appointment or approval of appointment, as appropriate, of officers to fill all vacant positions. There shall be no appointment, or approval of appointment, or removal of any elected officer unless there are five directors properly in office.

e) An elected officer may be removed from office by petition and vote of the Regular Membership in the same manner as prescribed in Article II, Section 5c or by the unanimous affirmative vote of all directors following the procedure found in Article I, Section 7c.

f) The offices of Secretary and Treasurer may be combined at the discretion of the Board of Directors.

g) The offices of President, Vice President, Secretary, and Treasurer may be held only by those who are Regular or Life members in good standing who have held regular or life membership therein for a minimum of 365 consecutive days immediately preceding their assumption of office. Acceptance of renewal dues by the Treasurer prior to nomination for office shall be prima facia evidence of uninterrupted membership from the preceding calendar year.

Section 2. Duties of Officers.

a) President. The President shall call and preside at the meetings of the Board of Directors and of the Association, except as otherwise prescribed herein. He shall be responsible for the planning and presentation of all matters requiring Board action or action by the Regular Membership, and the expeditious processing of such matters to a conclusion. He shall conduct association business in accord with policies set by the Board of Directors and shall perform such further acts and duties as may be prescribed by the Board of Directors.

b) Vice President. The Vice President, in the absence of the President, shall perform all acts and duties of the President. He shall assume the office of President should said office become vacant for any reason midterm.

c) Secretary. The Secretary shall:

(1) Give or cause to be given notice of all meetings of the regular membership.

(2) Keep minutes and/or other records of all meetings of the regular membership, including meetings by mail or in person.

(3) Keep records of all actions taken by the Board of Directors.

(4) As directed by the Board of Directors, conduct correspondence on behalf of the Association, and maintain records of such correspondence; and, maintain records of such other official correspondence of the Association as may be furnished him by the Board of Directors and the Officers of the Association.

(5) Maintain a complete file of all Association publications.

(6) Maintain all Association files and records, other than financial, which are necessary for the conduct of Association affairs.

(7) Perform such other and further duties as the Board of Directors may prescribe.

d) Treasurer. The Treasurer shall:

(1) Serve as custodian of all Association funds and property, and keep a strict accounting of all receipts and expenditures.

(2) Collect and receive all monies due the Association from whatever source.

(3). Pay only such expenditures as have been authorized by the Board of Directors and are within the unappropriated budget balances.

(4) Deposit all Association funds and securities in suitable checking and/or savings accounts protected by the Federal Deposit Insurance Corporation (FDIC.), Federal Savings and Loan Insurance Corporation (FSLIC) or similar organization; insure that signature cards on file with the bank(s) bear the signature of the Treasurer.

(5) Maintain proper accounting records of the Association, and, upon 30 days notice from the Board of Directors, submit to the Board a current statement of receipts/expenditures and a statement of fund balances.

(6) Insure that the Association books of account are always in proper form and readily available to be audited by disinterested qualified auditors approved by the Board of Directors should they so require.

(7) Issue membership cards, as appropriate; maintain complete lists of past and current members in all categories; and, when required, certify to the status of the memberships. The mailing address furnished the Association by the member and maintained on file by the Treasurer shall be used for all purposes, including mailing of Association publications and determination of residence for voting purposes, when appropriate.

(8) Maintain for sale to the membership and account for all surplus copies of Association publications and membership items such as pins, patches, and decals in accordance with policies and at prices established by the Board of Directors.

(9) Perform such other and further duties as the Board of Directors may direct, including a final audit when appropriate.

ARTICLE IV: REGULAR MEMBERSHIP MEETINGS

Section 1. Regular Meetings.

a) Time and Place. The Regular membership may meet physically at least once every year, upon call of the President. Such meetings shall be termed a "Regular Meeting".

b) Quorum. At a Regular Meeting, a quorum shall consist of not less than the nearest whole number greater than 20% of the Regular membership in good standing, represented in person or by written ballot sent by mail for voting on specific subjects previously made known to the Regular membership. Not less than 10% of the Regular membership must be present in person. A majority vote of the quorum shall control.

c) Committee of the Whole. In the absence of a quorum, those present in person at a regular meeting shall function as a "Conunittee of the Whole" to draft resolutions and proposals for submission to the entire Regular membership for a written vote.

A majority of the Committee shall control.

d) Notice. Written notice of regular meetings of the Regular Membership, to include time, place, and general nature of business to be transacted, shall be given each regular member not less than 30 days prior to such meeting; provided that such notice shall not be necessary to any Regular member who shall waive notice in writing or who shall be present in person or by written ballot and not object to the holding of such a meeting, or who shall signify his consent to such meeting by signing the minutes thereof.

e) Voting. Each member, either in person or by written ballot, has one vote provided he is a regular member in good standing.

Section 2. Membership Meetings by Mail.

a) Equivalency of mail vote. Any voting by mail in which ballots are provided to the entire Regular Membership in good standing shall be equivalent to a Membership Meeting on the subjects concerned.

b) Quorum. For the purpose of meetings held by mail, a quorum as such shall not be required. Except as provided for establishment of dues, amendments to the Constitution and By-Laws, and dissolution of the Association, a majority (over 50%) of the votes cast by Regular members responding in a vote by mail shall control.

c) Notice. Full notice of the issues involved in a vote by mail, including a ballot on which to record the vote, shall be mailed to each regular member at his mailing address on file with the Association, not less than 20 days prior to the effective date for counting the ballots.

ARTICLE V: ASSOCIATION PUBLICATIONS

Section 1. Editors of Association Publications.

a) Editors of Association publications shall be appointed by the President from the Regular membership, with the approval of the Board of Directors, to serve at the pleasure of the President.

b) Such editors shall compile, publish, and distribute Association publications in conformity with operational, editorial, and financial policies determined by the Board of Directors.

Section 2. Mews News.

a) The official organ of the New York State Falconry Association shall be known as the MEWS NEWS. The purpose of the MEWS NEWS is set forth in Article I of the Constitution.

b) The MEWS NEWS shall be published at least once annually and shall be distributed only as follows:

(1) To all membership classes of the Association, without any charge in addition to prescribed dues, if any;

(2) To institutional subscribers, i.e., to any appropriate public or private institution having purposes complimentary or similar to those of this Association, such as a library maintaining a falconry collection, which has made application for subscription, has been approved by the Board of Directors, and has paid an annual subscription fee equal to the dues of the regular membership in the Association not apportionable for any portion of the calendar year;

(3) As determined by the Board of Directors to be in the best interests of the Association, provided that copies shall not be sold to individuals who are eligible for but do not hold any class of membership in the Association, and provided further that distribution shall not be made knowingly for commercial resale outside the Association;

(4) To the Secretary of out of state falconry organizations, officers and directors of the North American Falconry Association, at the discretion of the Board of Directors.

Section 3. Copyright.

a) Mews News and other such Association publications as the Board of Directors may determine to be appropriate shall be protected by copyright in accordance with applicable law and regulation. The Editor of each publication to be copyrighted shall be responsible for compliance with copyright requirements. The editor shall be allowed to permit other not for profit entities to reprint Association material at his discretion. A majority vote of the Board of Directors shall be required for profit making entities to have the same right of publication.

ARTICLE VI: AMENDMENTS TO THE CONSTITUTION AND BY-LAWS

Section 1. The Constitution and/or these By-Laws may be amended only at a meeting by mail of the Regular Membership, provided written notice of such meeting, the proposed amendment, the contents thereof, and a ballot shall be mailed to each Regular Member in good standing at his address on file with the Association not less than 20 days prior to the date fixed for counting the ballots. Affirmative vote of two thirds of the Regular Membership responding in a vote by mail shall be required to adopt an amendment.

ARTICLE VII: DISSOLUTION

Section 1. In the same manner as provided for amending the Constitution and By-Laws, the Regular Membership may by affirmative vote terminate the existence of the Association immediately or at a future time certain

Section 2. In such event, or in the event of termination of the Association by operation of-law or in any other matter, the Board of Directors shall forthwith proceed to wind up the affairs of the Association. All property and assets of the Association, including accounts receivable, if any, shall be reduced to cash or other suitable disposition made, and all outstanding Association debts, obligations, or liabilities shall be satisfied insofar as assets of the Association permit.

Section 3. When the above requirements have been satisfied, the Board of Directors shall dispose of the balance of cash, if any, and any other property, in such manner and to such organization or organizations operated and organized principally or exclusively for charitable, ecological, educational, scientific, or wildlife conservation purposes as shall, at the time, qualify as an exempt organization under Section: 501

(c) (3) of the Internal Revenue Code of 1954, or the corresponding provision of any subsequent United States Internal Revenue Law which may be then in effect, as it may determine appropriate.

Section 4. A full and general accounting of the dissolution shall be given by the Board of Directors to the Regular Membership.

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