BY-LAWS OF

CANAL NEW YORK MARKETING & BUSINESS ALLIANCE, INC. AS AMENDED AND RESTATED

APRIL 25, 2011

ARTICLE                           NAME                                                                            PAGE

      I                                     Name, Purpose and Principal Office                                             3

,.,

ARTICLE I – Name, Purpose, and Principal Office

1.01 The name of this organization is CANAL NEW YORK MARKETING & BUSINESS ALLIANCE INC, hereafter referred to as the “Organization”.

1.02 The Organization is a non-governmental, not-for-profit, organization created to serve as the one generally accepted private sector entity dedicated to tourism, marketing, tourism marketing, legislative advocacy, and business collaboration; to support existing and new business opportunities within New York State’ s canal communities .

• The principal office of the Organization shall be the address of the Chair of the Organization, or Secretary, or other such place as the Chair of the Organization may

ARTICLE II – Membership

2.01 Members of the Organization are any dues-paying person, organization, institution, corporation, or municipality having an interest in the purposes for which the Organization was formed.          (a) Membership available to sister like organizations. e.g. Chambers of Commerce.

• Membership is intended to be broadly

2.03 Membership dues shall be such sum of money as may be fixed by a majority vote of the Board of Directors at any regular or special meeting of the Organization, at which a quorum is present, and shall remain fixed at such sum in ensuing years until otherwise duly changed by the Board.

ARTICLE III – Meetings

3.01 The Annual Meeting of the Members shall be held each year at such a place, and hour as the Board may designate, for the purpose of electing Directors and Officers, considering reports of the affairs of the Organization and transacting such business as may be properly brought before the Annual Meeting.

3.02 An annual schedule of Regular Meetings of the Board of Directors shall be established and made known each December for the following calendar year. Such schedule of Regular Meetings may be modified as determined by the Board of Directors.

3.03 Special Meetings of the Organization shall also be held within thirty days after being so requested in writing by at least 25% of the Members in good standing , which request shall specify the purpose of such meeting and shall be addressed to the Secretary of the Organization. If upon receipt of any such request the Secretary shall fail to call and give notice of such Special Meeting, the Members requesting shall have the right to fix a time and place for such meeting and give notice thereof in the manner hereinafter specified.

3.04 The business conducted at the Special Meeting shall be restricted to the purpose expressed by the party calling the Special Meeting.

3.05 Notice of the time and place of the Annual Meeting or Special Meetings shall be sent to each Member of the Organization not less than fourteen, nor more than sixty days before the date of said meeting. All such notices shall be addressed to the Members at the last address registered with the Organization, and shall be given by personal delivery, email, mail. postage charges prepaid.

• A simple majority of the Board of Directors shall constitute a quorum for the Annual Meeting, Special Meetings, or Regular

3.07 Meetings shall be conducted in accordance with procedures set forth in the Articles of Incorporation, the By-Laws and Roberts Rules of Order, in that order.

• Decisions will be made at the Annual Meeting or Special Meetings by a majority of eligible voting Members in attendance. Eligible voting Members at the Annual Meeting and Special Meetings

       shall be any Member of the Organization.

3.09 Proxy voting shall not be permitted.

ARTICLE IV – Officers and Organization

4.01 The officers shall be as follows: Chair, Vice-Chair, Secretary and Treasurer. Officers must be members of the Organization.

4.02 The term of office shall be one calendar year. After the elections held at the Annual Meeting, the Chair, and Vice-Chair, Secretary and Treasurer shall serve no more than 2 consecutive terms or until a successor is elected.

4.03 The Chair shall be the Chief Executive Officer. He or she shall preside at the Annual Meeting , Special Meeting, and Regular Meetings of the Organization; he or she shall have the management of the business of the Organization and shall see that all orders and resolutions of the Board and Members are carried into effect.

4.04 The Vice-Chair shall assist the Chair, shall act in the Chair’s absence, and shall assume the Chairmanship should the Chair be unable or unwilling to continue in office.

• The Secretary shall:
  • attend the Annual Meeting, Special Meetings and Regular Meetings of the Organization;

                         record all votes and minutes of all proceedings in a book to be kept for that purpose;

                         give or cause to be given notice of the Annual Meeting, Special Meetings and Regular Meetings of the Organization;

       (b) keep in safe custody the seal of the Organization and affix it to any instrument when  authorized by the Board;

       (c) maintain and have available at each meeting , a list in alphabetical order of the names of Members entitled to vote thereat;

                   (d) keep all the documents and records of the Organization as required by law or otherwise in a proper and safe manner;

                   (e) perform such other duties as may be prescribed by the Board of Directors.

4.06 The Treasurer shall:

• have the custody of the Organization’s funds and securities;

keep full and accurate accounts of receipts and disbursements in the Organization’ s books;

• deposit all money and other valuables in the name and to the credit of the Organization in such depositories as may be designated by the board ;
• disburse the funds of the Organization as may be ordered or authorized by the Board and reserve proper vouchers for such disbursements;
• render to the Chair and Board at the Regular Meetings of the Board , or whenever the y require it, an account of all his or her transactions as Treasurer and of the financial condition of the Organization based on a fiscal year beginning January ;

• render a full financial report at the Annual Meeting of the membership;
  • be furnished by all officers and agents as he or she requires , with such reports and statements as he or she may require as to all financial transactions of the Organization;
  • perform such other duties as are given to him or her by these by-laws or as from time to time are assigned to him or her by the Board or the

4.07 An Executive Director may be hired and overseen by the Board of Directors of the Organization. The Executive Director shall be responsible for the day-to-day operation of the Organization. He or she may establish a staff and define the duties and reporting obligations of such staff. The Executive Director and Staff positions are subject to the approval of the Board of Directors.

4.08 The Board of Directors shall have the power to establish committees to complete ongoing and specific tasks.

ARTICLE V – Board of Directors

5.01 The Board of Directors may exercise all powers of the Organization and shall have the responsibility for the control and general management of the property, business, and affairs of the Organization. The Directors shall in all cases act as a Board , regularly convened, and may by majority vote, take such action and adopt such rules and regulations for the conduct of their meetings and the management of the Organization as they may deem proper.

5.02 The Board of Directors shall consist of a minimum of nine and a maximum of fifteen members, elected by majority vote of the Members, with staggered terms of office of three years and shall serve no more than 2 consecutive terms or until a successor is elected, with one­ third of directors being elected each year. Members of the Board must be members of the Organization in regular attendance and/or constant communications with the Chair. Special effort shall be made to seek a cross section of directors that represent each of the four canals ; Cayuga-Seneca , Champlain, Erie and Oswego.

5.03 As provided for in Business Corporation Law , section 708 (c) , the Board or any committee thereof may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such h means shall constitute presence in person at the meeting.

5.04 The Board of Directors shall have the power to remove Officers and Directors for cause.

5.05 All resignations shall be made in writing and addressed to the Chair.

5.06 Directors, Officers, and committee members of the Organization shall serve without compensation, but may be reimbursed for reasonable expenses incurred in connection with the performance of their duties upon approval of reimbursement by the Board.

5.07 Vacancies occurring by whatever reason shall be filled by vote of the majority of the Board of Directors. Any Director elected to fill a vacancy shall be elected to hold office for the unexpired term of his predecessor.

5.08 The Organization shall hold harmless any and all Board Members, Officers, Directors, and Staff or otherwise by reason of any all liabilities, claims, demands, or expenses by reason of acting as Board Member, Officer, Director or Staff or otherwise by reason of any and all actions performed or omissions to act reason of being a Board Member, Officer, Director or Staff of the organization.

ARTICLE VI – Committees

• The Board will establish Committees to pursue specific goals of the Organization;   Those Committees shall be referred to as Standing Committees. Other Committees shall be referred to as Ad Hoc All board members are to serve on a committee.
• An Executive Committee consisting of the Chair, Vice Chair, Secretary, Treasurer and immediate past Chair shall have and may exercise the powers of the Board in the interim between Regular Meetings for work that is necessary and urgent business. Any actions taken by the Executive Committee shall be reported to the full Board of Directors in writing within ten business days.

• A Governance Committee shall be appointed by the Chair, chaired by a Board member , and consisting of not less than three members whose responsibility it shall be to develop and reinforce governance strategies, structures and processes for improving the Organization’s effectiveness and as

Otherwise, directed by the Board. The Governance Committee shall also have the duty to nominate candidates to succeed Directors and Officers whose terms are to expire at the following Annual Meeting.

• A Finance Committee shall be appointed by the Chair consisting of the Treasurer as Committee Chair and not less than two other members of the Board whose responsibility it shall be to assist and advise the Board in fiscal and budgetary
• A Membership Committee shall be appointed by the Chair, chaired by a Board member, and consisting of not less than three members whose responsibility it shall be to recruit, communicate, maintain and enhance membership of the organization as directed by the

• An Advocacy Committee shall be appointed by the Chair, chaired by a Board member, and consisting of not less than three members whose responsibility it shall be to promote activities, communications, and opportunities advocating the Organization’ s mission and as otherwise directed by the Board.
  • Ad Hoc Committees may be appointed the Chair, chaired by a Board member, to and approved by a majority vote of the

ARTICLE VII – Conflict of Interest

7.01 This Article is intended to outline policies and procedures to prevent the personal interests of a member of the Board of Directors, Officers, or staff members from interfering with the performance of his duties to the Organization or resulting in personal, financial, professional or political gain on the part of such persons at the expense of the Organization or the recipient of its programs or services.

• For purposes of this Article, Conflict of Interest means a conflict, or the appearance of a conflict, between the private interests and the official responsibilities of a person in a position of trust. Persons in a position of trust include staff members, Officers, and members of the Board of
• Full disclosure, by notice in writing, shall be made by any individual to the Secretary in all situations Conflicts of Interest , including but not limited to situations where:
  1. A director is related to another
     1. A director is related to a staff
  2. A staff member in a supervisory capacity is related to another staff member whom he
  3. A director or staff member receives payment from the Organization for any subcontract, goods or services other than as reimbursement for reasonable expenses within the scope of his official responsibilities to the Organization or, in the case of a staff member, as part of his regular job responsibilities to the Organization.
     1. A director or staff member is a member of a governing body of a contributor to the Organization.
  4. A director or staff member may have personal, financial, professional, or political gain at the expense of the Organization or its
     • Following full disclosure of a possible Conflict of Interest pursuant to Section 3 of this Article, the Board of Directors shall determine whether a Conflict of Interest exists and, if so, the Board of Directors shall vote to authorize or reject the transaction and/or condition on. Any vote shall be by a quorum of the members of the Board of Directors and will be determined by majority vote without counting the vote of any interested director. , a simple majority of the Board of Directors shall constitute a quorum. Any interested director , officer or staff member shall not participate in any discussion or debate of the Board of Directors , or of any committee thereof in which the subject of discussion is a contract, transaction, or situation with regard to which such director, officer or staff member may have a Conflict of Interest without prior authorization from the Board of Directors as described above. To the extent permitted by law and in the sole judgment of a majority of the disinterested members of the Board of Directors , any contract or transaction

entered into by the Organization without full disclosure of a personal interest of the Director, Officer or staff member may be rendered void. A majority of the disinterested directors may impose other reasonable sanctions as necessary to recover associated costs against a Director, Officer or staff member for failure to disclose a Conflict of Interest. In the event that the Organization has incurred costs or attorney fees as the result of legal action, litigation, or appeal brought on behalf of an interested director , officer or staff member due to a Conflict of Interest, and in the event that the Organization prevails in such legal act ion, litigation, or appeal, the Organization shall be entitled to recover all of its costs and attorney fees from the unsuccessful party.

• A copy of the policy and procedures contained in this Article XII shall be given to each Director, Officer, and staff member upon commencement of that person’s relationship, with the Organization. Each Director, Officer, and staff member shall acknowledge receipt of this policy by signing and dating a copy and returning said document to the Secretary. Failure to sign and return such document does not in any way nullify this

ARTICLE VIII -Amendments

8.01 These By-Laws may be amended at any Regular Meeting, Special Meeting or Annual Meeting of The Organization by an affirmative vote of two -thirds of the Members present provided that a quorum is present and the voting membership has been informed of the proposed amendment. Such notification shall be deemed to have been made if a copy of the proposed amendment has been mailed or emailed to the last known address of the voting member at least 10 days prior to the meeting. Proof of regular