Administration : Constitution and By-Laws

ARTICLE I - NAME

The name of this organization shall be the Cornell Cooperative Extension Association of Washington County, hereafter called the Association.

ARTICLE II - OBJECTIVES

The objectives of this Association are:

Section 1. To provide for a subordinate governmental agency consisting of an unincorporated organization of residents of Washington County in cooperation with Cornell University and the United States Department of Agriculture; and in accordance with subdivision 8(b) of section 224 of the County Law as last amended by the State Legislature.

Section 2. To extend the educational resources of Cornell University and the New York State Colleges of Agriculture and Life Sciences, Human Ecology and Veterinary Medicine, the Land Grant university system and other educational institutions, to the people of Washington County to foster economic, social and environmental improvement of its individuals, families and communities.

Section 3. To further the mission of Cornell Cooperative Extension, which is:
The Cornell Cooperative Extension educational system enables people to improve their lives and communities through partnerships that put experience and research knowledge to work.

ARTICLE III - AFFIRMATIVE ACTION

All actions of this Association will be in compliance with the affirmative action plan of the Association and appropriate equal program opportunity, equal employment opportunity and American's with Disabilities Act legislation.

ARTICLE IV - PARTICIPATION

Section 1. Participation: Participation is open to all persons interested in the educational work of the Association. Individuals become participants of record by: (a) direct involvement in programs or activities of the Association; (b) having their names placed on an Association mailing list; or (c) serving the Association as a volunteer.

Section 2. Voting Rights: All current participants of record, who are county residents, 18 years of age or older, on the date of election, shall be eligible voters of the Association.

Section 3. Participation Fees: No fees shall be established as a requirement to become a voting participant. Fees may be established for participating in specific programs or activities of the Association. These shall be consistent with policies established by the Board of Directors.

ARTICLE V - BOARD OF DIRECTORS

Section 1. Governing Body: The governing body of the Association shall be the board of directors.

Section 2. Policies: The board of directors of the Association shall, with Cornell Cooperative Extension at Cornell University outline the policies and procedures of the Association consistent with the By-laws and memoranda of agreement.

Section 3. Composition:

A. The board of directors of the Association shall consist of seven (7) persons elected as directors-at-large; plus two (2) members from the agricultural program committee and four (4) members from the 4-H & family living program committee, plus the appointed members listed in Article V, Section 3 B, below.

B. Appointed members:
1. The county governing body shall be requested annually to appoint three (3) legislators to serve as directors on the Association board of directors.
2. The Director of Extension shall appoint a representative that serves as a full voting member.

C. A quorum of the board of directors shall consist of a simple majority of the total board.

D. All directors shall serve until their successors are named or a vacancy is declared as provided in Section 6, Article V.

E. Directors-at-large shall be selected through an election open to all eligible voting participants of the Association.

F. A director-at-large shall not serve concurrently in another elected position within the Association.

G. A person is not eligible to serve on the board of directors if:

i. The following relationships hold with a board member or any association staff: mother, father, son, daughter, brother, sister, husband, wife, or any person residing in the same household.

ii. They currently are employed by the Association, or have been employed by the Association in the previous 18 months.

H. Members of the board of directors shall abstain from voting on any issue in which such action could be constructed as a conflict of interest.

Section 4. Duties: The board of directors shall:

A. Establish the organizational structure, consistent with the by-laws, to conduct the work of the Association.

B. Support and maintain the Cooperative Extension Association in cooperation with Cornell Cooperative Extension at Cornell University.

i. Execute the memoranda of agreement and authorize the execution of other legal instruments.

ii. Establish policies and procedures for maintaining an effective Cooperative Extension Association including program scope and priorities.

C. Secure resources necessary to conduct, manage and administer the Association's program.

D. Provide for the employment of staff to conduct the work of the Association.

Section 5. Term of Office: The term of office for directors-at-large is three years or until a successor is named, and shall not exceed a period of two consecutive elected terms plus the portion of an unexpired term to which they may have been appointed.

Directors appointed from program committees shall serve for a one year term or until a successor is named. Directors from program committees may succeed themselves on the board up to a period not to exceed 6 years.

All persons whether elected or appointed are limited to six (6) consecutive years on the Board. After a lapse of three (3) years, they are eligible for re-election or appointment to the board of directors. Exception:

1. The six-year limit does not apply to members appointed as per Article V, Section 3 B.

2. Persons appointed to fill unexpired terms (Article V, Section 7 A & B) may serve, 6 years plus the portion of year in which they were appointed.

Section 6. Declaring a Vacancy: A position on the board of directors may be declared vacant by the president of the Association when the elected member has resigned or has an unexcused absence at three (3) consecutive regular meetings.

Section 7. Filling Vacancies on the Board of Directors:

A. The president shall, after consultation with the board of directors and/or executive committee make an appointment to fill the vacancy in a director-at-large position on the board of directors; such appointee to serve only until a replacement is chosen by the next regular election to fill the remaining portion of the unexpired terms.

B. Vacancies occurring on the board of directors from a program committee shall be filled by appointment of the program committee chairperson with approval of the committee.

Section 8. Meetings of the Board of Directors: The board of directors shall meet at least five (5) times a year and more often as called by the president or as provided for in Article X, section 2 of the By-laws.

ARTICLE VI - OFFICERS OF THE ASSOCIATION

Section 1. Election: After the annual Association election and at least prior to February 1 the Board of Directors shall organize for the next year.

A. The president and vice-president of the Association shall be elected annually from among the members of the board by a majority vote of the continuing and new members of the board of directors at the organizational meeting of the board to be held between the annual meeting and February 1. The president shall be an ex-officio member of all program and standing committees, excluding the nominating committee. (An ex-officio member is a member by virtue of his/her office and has all the privileges of membership). A nominating committee of the board of directors, composed of board members not eligible for election to office, shall prepare a slate of officers.

B. The secretary of the Association shall be a member of the board of directors and shall be elected by a majority vote of the continuing and new members of the board of directors at the organizational meeting of the board to be held between the annual meeting and February 1. A Staff member may be appointed as recording secretary and shall not serve as an officer.

C. The treasurer of the Association shall be a member of the board of directors elected by a majority vote of the continuing and new members of the board of directors at the organizational meeting of the board to be held between the annual meeting and February 1. The assistant to the treasurer shall be appointed annually from the staff by the president with the approval of the board of directors prior to February 1.

D. The term of office of the president, vice-president, secretary and the treasurer of the Association board of directors shall be for the calendar year or until their respective replacements are named. An officer shall not serve in the same office for more than (3) consecutive years.

Section 2. Duties:

A. The president of the Association, in addition to the powers and duties conferred on the position by law, shall perform such duties as usually pertain to the office of president. The president may call meetings of the Board or of any of the committees; or, on the written application of 25 eligible voters of the Association, shall call special meetings provided the objects of such meetings are set forth in the application.

B. The vice-president of the Association shall perform the duties of the president in case of the president's absence or disability.

C. The secretary of the Association shall be responsible for keeping in permanent form complete and accurate records of all meetings of the Association, receive and present to the board of directors all communications and other matters relating specifically to the Association, prepare correspondence on behalf of the board of directors.

D. The treasurer of the Association in addition to the powers and duties conferred upon the position by law shall act as custodian of all funds and property, real and personal, of the Association. The treasurer shall be responsible for disbursements of all Association funds for expenses of the Association only upon written order of the Executive Director or designee. The treasurer shall verify the financial situation of the Association, and shall testify that the balance is current by signature on all financial reports.

E. The assistant to the treasurer of the Association may be responsible for disbursements of Association funds for the expenses of the Association only upon written order of the Executive Director or designee.

Section 3. Filling Vacancies - Officers of the Association

A. In the event a vacancy occurs in the position of the president; the vice- president will complete the unexpired term.

B. In the event of a vacancy in the position of vice-president or other elected office, the board of directors shall select a director to fill the unexpired term. Selection will be made by a majority vote of all members of the board of directors present at the meeting.

C. In the event of a vacancy in the position of an appointed office; the president shall appoint with the approval of the board of directors, a replacement to fill the unexpired appointment.

ARTICLE VII - COMMITTEES OF THE BOARD OF DIRECTORS

Section 1. Standing and Special Committees: The board of directors shall establish each year at its organizational meeting those committees it deems necessary to carry out the work of the Association. (Standing committees shall be identified in the operational guidelines of the Association, which shall be reviewed annually and may be changed by the vote of a simple majority of the voting members of the board present at the meeting.) The president shall appoint all members to the standing committees annually and designate a chairperson for each. The standing committee shall act as set forth in the Association's operating guidelines.

Section 2. Executive Committee: An executive committee of the board of directors, composed of the president, vice-president, treasurer, secretary and executive director will conduct the business of the Association in the interim between regularly scheduled board meetings. (Membership may include others appointed annually by the president or as determined by the by-laws).

ARTICLE VIII - PROGRAM AREAS
AND PROGRAM ADVISORY COMMITTEES

Section 1. Establishment of Program Areas: The board of directors shall establish annually the major program areas of the Association and establish the advisory structure for each area. (Advisory committees and subcommittees may be elected or appointed. Details of the procedures for creating and staffing the committees shall be contained in the operational guidelines of the Association, which shall be reviewed annually and may be changed by the vote of a simple majority of the voting members of the board present at the meeting.)

ARTICLE IX - ASSOCIATION NOMINATION AND ELECTIONS

Section 1. Nominating Committee: The nominating committee is a committee of the Association and not a standing committee of the board of directors. It is responsible to and acts in the interest of the Association, its participants and constituencies.

A. Composition: The president of the Association shall annually appoint a nominating committee of at least five people, who represent the broad interests of the residents of the county and the work of the Association; and at least two of whom are not current board members. The president shall designate the chairperson of the nominating committee.

B. Duties:

i. The nominating committee shall prepare a list of nominees for all vacant elected positions.

ii. In addition to nominations by the committee, nominations may be made by:

1. A person submitting a nominating petition signed by 30 participants of the Association who are eligible voters. Such nominations may be received (30 days) prior to the election for inclusions on the ballot.

2. Nominations from the floor where the nominating and election process occurs at the annual meeting of the Association.

3. By write-in on the election ballot where balloting is done by mail.

Section 2. Elections: Elections shall be held annually by a method determined by the board of directors prior to July 1. The election shall be conducted in one of the following ways:

1. By ballot of all eligible voters present at the annual meeting; or

2. A mail ballot sent to all eligible voters, as defined in Article IV Section 2, at least twenty-one days prior to the due date of return.

In all cases, the candidate receiving a plurality of vote for each seat shall be declared elected. In the event of a tie vote, the winner shall be decided by a majority vote of the board of directors at its next meeting.

ARTICLE X - ASSOCIATION MEETINGS

Section 1. Annual Meeting: One meeting of the Association during the last quarter of the calendar year, shall be designated as the annual meeting. Public notice shall be given of the time and location of the meeting. The agenda shall include the following items, plus other business as appropriate:

i. Annual financial and program report.

ii. Either the announcement of the results of the election conducted by mail or the conduct of the election by the voting of members present at the annual meeting.

Section 2. Special Meetings: A special meeting of the Association may be called by the board of directors, and shall be called by the president upon written petition by twenty-five (25) eligible voters, provided the objects of such meetings are set forth in the petition. Only such business may be conducted as is set forth in the call of the meeting.

Quorum: A quorum for any annual or special meeting of the Association shall consist of twenty-five (25) eligible voters of the Association.

ARTICLE XI - PARLIAMENTARY AUTHORITY

Section 1. Roberts Rules of Order: The rules contained in the most current "Roberts Rules of Order" shall govern the Association in all cases to which they are applicable and where they are consistent with the By-Laws or the special rules of the Association.

ARTICLE XII - AMENDMENTS

Section 1. The Association secretary shall, in consultation with the Executive Director, review the By-laws of this Association at least once every three years and make recommendations for modification for Board consideration.

Section 2. The By-laws of this Association may be amended, with prior approval by the board of directors of this Association and the Director of Extension, by an affirmative vote of at least two-thirds of the eligible voters present at any regular or special Association meeting or by an affirmative vote of two-thirds of the members responding in a mail ballot.

ARTICLE XIII - REPEAL OF PREVIOUS DOCUMENTS

These By-laws shall take effect when approved by the membership and all previous documents of the Association entitled "Constitution" and "By-laws" are hereby repealed.

Approved by: Adopted by:

Director of Cornell Cooperative Extension President of the Association

Association/By-Laws