Genesee Valley Chapter
Adirondack Mountain Club

Articles of Association of the Genesee Valley Chapter of the Adirondack Mountain Club, Inc.

ARTICLE 1: Name

This organization shall be called Genesee Valley Chapter of the Adirondack Mountain Club, Inc., hereinafter referred to as the "Chapter".

ARTICLE 2: Organization

1. This organization is a Chapter of and shall be regulated by and subject to the Articles of Incorporation and By-laws of the Adirondack Mountain Club, Inc., hereinafter referred to as the "Club".

2. The organization is organized exclusively for charitable, religious, educational, and/or scientific purposes under Section 501 (c) (3) of the Internal Revenue Code.

3. Upon dissolution of the Chapter, the Executive Committee shall, after paying or making provision for the payment of all of the liabilities of the Chapter, dispose of all of the assets of the Chapter exclusively to such organizations organized or operated exclusively for one or more such purposes as shall at the time qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code of 1986; or to the Federal government, a state or a local government for a public purpose.

4. Notwithstanding any other provision of these articles, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by an organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue Law).

5. The organization shall not, directly or indirectly, participate or intervene in any way (including the publishing or distribution of statements) in any political campaign for public office on behalf of or in opposition to any candidate for public office or devote more than an insubstantial part of its activities to attempting to influence legislation by propaganda or otherwise.

6. No part of the net earnings of the Chapter shall inure to the benefit of, or be distributed to, its members, trustees, officers, or other private persons, except that the Chapter shall be authorized and empowered to pay reasonable compensation for services rendered and to make payment and distributions in furtherance of its purposes.

7. The fiscal year for the Chapter shall run from July 1 through June 30. The operating budget for the following year is to be approved at the last Executive Committee meeting of the fiscal year.

8. The annual meeting shall be held during the month of June, the date, time and place to be determined by the Executive Committee and notice mailed to members not less than one week in advance.

ARTICLE 3: Objectives

1. The objectives of the Chapter coincide with the objectives of the Club as outlined in Article III of the Club By-laws.

2. The Chapter is also concerned with matters of education, conservation and recreation pertaining to the Genesee Valley region.

ARTICLE 4: Membership

1. Membership in the Club shall be a prerequisite of membership in the Chapter.

2. Membership in the Chapter shall be governed by Article IV of the Club By-laws.

3. A member of another chapter who wishes to retain regular membership in that chapter may become an Affiliate of the Chapter by payment of the annual fee of $5.00 to the Chapter.

ARTICLE 5: Officers

1. Officers of the Chapter shall be the Chapter Chair , the Chapter Vice-Chair, the Secretary, the Treasurer, and the Chapter Directors. The Chapter Chair, Chapter Vice-Chair, Secretary, and Treasurer shall be elected at each annual meeting for a term of one year and shall take office at the close of the annual meeting except for the Treasurer who shall take office at the first Executive Committee meeting following the annual meeting. The Chapter Chair shall be eligible to serve in the same capacity for no more than two consecutive terms. The Chapter Directors shall be elected at an annual meeting for a term specified by the Club’s By-laws and shall take office on the date specified by the Club’s By-laws.

2. The Chapter Chair shall preside at all meetings of the Chapter and the Executive Committee, shall within one month of taking office appoint all committee chairs, shall be a member ex-officio of all committees except the Nominating and Auditing Committees, and shall perform all other duties ordinarily devolving upon the office of Chapter Chair.

3. The Chapter Vice-Chair shall perform the duties of the office of Chapter Chair in the absence of the latter, shall give advice and council to the other officers, shall maintain the passwords for the Chapter Hotline, and shall assist in the conduct of Chapter affairs in such ways as may be requested by the Chapter Chair.

4. The Secretary shall be responsible for records of the annual meeting and of all meetings of the Executive Committee, and shall perform all other duties ordinarily devolving upon the office of Secretary.

5. The Treasurer shall receive for deposit all Chapter income including that portion of the Club membership dues apportioned to the Chapter, shall make payment of Chapter expenditures authorized by the Executive Committee, shall deliver a written annual financial report to the Secretary at or before the first Executive Committee meeting following the annual meeting, and shall perform all other duties ordinarily devolving upon the office of Treasurer.

6. The Chapter Directors shall represent the Chapter on the Board of Directors of the Club. If any one of them is unable to attend a Board of Directors' meeting, the absent director shall by letter of authorization appoint a proxy from among the elected Alternate Directors of the Chapter.

7. Then number of Alternate Directors shall be determined by the Club By-laws. The term of each Alternate Director shall be the same as the term of a Director unless specified differently by the Club By-laws. Alternate Directors shall be elected at the chapter’s annual meeting and shall take office on the following January 1st unless specified differently by the Club By-laws.

ARTICLE 6: Executive Committee

1. The Executive Committee shall consist of the elected officers of the Chapter, the immediate Past Chapter Chair, and the chairs of the following committees: Bookstore, Conservation, Education, History, Membership, Program, Publications, Publicity, Trails, and Waterways. The Executive Committee shall have responsibility for conducting the business affairs of the Chapter. The Executive Committee shall meet regularly and whenever the Chapter Chair deems necessary. A quorum of the Executive Committee shall be one third of its members.

2. Membership in the Chapter shall be a prerequisite of serving on the Executive Committee.

ARTICLE 7: Committees

1. The Chapter shall have committees to carry out certain functions as described in this article and in the Appendix. Committee chairs shall be appointed by the Chapter Chair. The chair of all committees except Executive, Nominating and Auditing Committees shall appoint members of their own committees and report the names to the Chapter Chair and Secretary. All committee chairs shall serve at the discretion of the Chapter Chair. At or before the annual meeting each committee chair shall file with the Secretary an updated job description, a written report of committee activities and updated guidelines for the operation of that committee. All committee activities and public statements shall be in accordance with Club policy.

2. The Bookstore Committee shall maintain a supply of books, maps and other items available through Main Club publications or other sources, which support Club goals of education, recreation, and conservation. These articles shall be made available for purchase at monthly Chapter meetings. All financial transactions will be processed through the Treasurer on a monthly basis, and a sales tax filing shall be submitted in accordance with New York State law.

3. The Conservation Committee shall keep members aware of current environmental issues and shall recommend conservation policy to the Executive Committee for action on behalf of the whole chapter.

4. The Education Committee shall schedule educational activities to promote skill development and safety and shall include activities recommended by the Conservation, Trails, Waterways, and other committees.

5. The History Committee shall have responsibility for safeguarding the permanent records of the Chapter and shall maintain a history of the significant events of the Chapter's existence. The chair of this committee shall be known as the Chapter Historian.

6. The Membership Committee shall seek applicants for membership, shall supervise membership procedures and shall be responsible for an up-to-date membership list.

7. The Programs Committee shall plan and direct the programs for Chapter meetings, including social and lodging arrangements for guest speakers.

8. The Publications Committee shall prepare and distribute a Chapter newsletter and shall be responsible for publishing an outline of the outings schedule. The chair of this committee shall be known as the Newsletter Editor.

9. The Publicity Committee shall inform the members and general public of the activities of the Chapter and shall issue news releases on appropriate occasions.

10. The Trails Committee shall coordinate all land-based Chapter activities, such as backpacking, bicycling, hiking, skiing and snowshoeing, shall coordinate trail work for the Chapter, including new trails and facilities, shall solicit qualified outing leaders for land-based outings, and shall schedule the outings and notify the Publications Committee.

11. The Waterways Committee shall coordinate all water-based Chapter activities, such as canoeing, kayaking and rafting, shall coordinate waterways work for the Chapter including new routes and facilities, shall solicit qualified outing leaders for water-based outings, and shall schedule the outings and notify the Publications Committee.

12. An Auditing Committee of two members not currently serving as elected officers shall be appointed by the Chapter Chair one month before the annual meeting to audit the accounts of the Treasurer and to file a written report thereon with the Secretary at or before the first Executive Committee meeting of the new fiscal year.

13. A Nominating Committee containing at least three members not currently serving as elected officers shall be appointed by the Chapter Chair with the approval of the Executive Committee by the February Chapter meeting. This committee shall be chaired by a member of the Executive Committee appointed by the Chapter Chair. It shall report status at the April Executive Committee meeting.

14. The Chapter Chair may appoint special committees, as deemed necessary, to serve at the Chapter Chair's discretion.

ARTICLE 8: Elections

1. Only those members who pay active membership dues or more and life members shall be qualified to vote for officers or on propositions.

2. The Nominating Committee's nominations for the officers for the coming year shall include one or more candidates for each of the offices of Chapter Chair, Chapter Vice-Chair, Secretary and Treasurer. In addition, there shall be one or more candidates for each office of Director when a Director's term is about to expire. Also, there shall be one or more candidates for each Alternate Director whose term is about to expire. The slate of candidates shall be made available to all members by the May Chapter meeting.

3. Additional nominations may be made by petition signed by five members and accompanied by a signed statement of acceptance from all such nominees, such nominations to be in the hands of the Secretary by the May Chapter Meeting.

4. A ballot containing the names of all duly nominated candidates shall be mailed to every active member at least one week prior to the annual meeting. The completed ballots shall be returned to the Secretary and shall be valid if received prior to 7:00 PM on the day of the annual meeting. However, if there is only one candidate for an office, the mailing of a ballot for that office may be omitted and the Secretary may cast a vote for the only candidate for that office.

5. The Chapter Chair shall preside during the election of officers. The Secretary, the chair of the Nominating Committee and the immediate Past Chapter Chair shall act as tellers and announce the result at the close of the annual meeting.

6. If an elected officer is to be replaced in mid-term, the following provisions shall apply:
a. Voluntary
Any officer wishing to resign shall state so in writing to the Executive Committee. The Executive Committee may, by majority vote, appoint another member to fill that office for the remainder of the term.
b. Involuntary
If a majority of the Executive Committee feels that an officer is not carrying out the duties of that office, that officer may be notified in writing of the dereliction of duty and shall be given time to reply, not to exceed 30 days. After the reply or after that time period has elapsed, that officer may be removed from office by a two-thirds vote of the Executive Committee. The Executive Committee may, by majority vote, appoint another member to fill that office for the remainder of the term.

7. If no candidate exists for an office at the time of the annual meeting, a new Nominating Committee will be formed as soon as possible to recommend a candidate for that office. The rules for membership in that committee shall be the same as for a normal election. The membership shall be notified of the recommended candidate and the rules for submitting additional nominations, mailing of ballots to the membership and the election itself shall be as close as possible to those of a normal election with the timetable adjusted suitably. The Executive Committee has the ability to appoint a member by a majority vote to fill the vacancy during the time before the election takes place.

ARTICLE 9: Meetings

1. The Executive Committee shall determine the time and place of all Chapter meetings. Special meetings may be called by the Chapter Chair or upon request of ten members. The Chapter Chair shall call a special meeting within three weeks of such a request. Special notice of such meeting shall be mailed to members not less than two weeks in advance of the proposed meeting.

2. A quorum for monthly Chapter and special meetings shall consist of forty members.

ARTICLE 10: Amendments

1. Any proposed amendment to these Articles shall first be approved at a regular or special meeting of the Executive Committee by a two-thirds vote of those Executive Committee members present. Any proposed amendment so approved shall be submitted to the members at least one week prior to the Chapter meeting at which the proposed amendment is to be considered. This can be accomplished by notifying members in writing that the proposed Articles are posted on the chapter web site and summarizing those proposed changes. Instructions will be given on how any member so desiring could request a hard copy of the proposed Articles by phone or mail. A majority vote of those members present shall be required for adoption.

2. To provide that these Articles shall be kept current, the Chapter Chair shall appoint, at intervals not to exceed five years, a Constitutional Committee to review and recommend changes to the Articles.

3. A description of the job duties of the elected officers and non-elected committee positions is included in the Appendix.

4. The Appendix may be amended with majority approval of the Executive Committee without requiring a vote by the membership.

Note: By-laws (now referred to as Articles) of the Genesee Valley Chapter of the Adirondack Mountain Club, Inc., were originally adopted on January 12, 1966.