BY-LAWS

ARTICLE I - IDENTIFICATION OF ASSOCIATION

Section 1. NAME  IMPACT: FRIENDS IMPROVING ALLEGANY COUNTY TRAILS, Inc., (IMPACT) works throughout. encompasses all of Allegany County, New York. 

Section 2. LOCATION  IMPACT’s Headquarters is located in the Town of Ward, Allegany County, New York. 

ARTICLE II - MISSION

The mission of IMPACT: Friends Improving Allegany County Trails is to works to maintain, improve, and advocate for high-quality, year-round, multi-use public trails and greenways on NY State-owned land in Allegany County. IMPACT advocates for high-quality trails and advocate for year-round access to a diverse network of public trails and greenways in Allegany County, NY.  We also provide public information and education about trails elsewhere in the State.

ARTICLE III - PURPOSE

Our purpose is to provide a unified voice for Allegany County trail users, to coordinate the development and maintenance of high-quality, year-round, multi-use trails, and to educate the public about trails and their location in New York State. 

ARTICLE IV – MEMBERSHIP

Section 1. An IMPACT member can be anAnyonezMembers are those any individual,s, a familiyes, a businesses, associations, or and corporations who are interested in the development and preservation of year-round multi-use trails in the Allegany County, New York area. 

Section 2. Membership Categories 

  • Individual  

  • Family 

  • Student 

  • Affiliated Club 

  • Corporate/Business 

  • Ex-officio-Nonvoting member that provides advice, i.e., New York State Department of Environmental Conservation, New York State Office of Parks, Recreation and Historic Preservation.

Section 3. A member may withdraw or resign from the membership by submitting such in writing to the Board of Directors. 

Section 4. Membership in IMPACT: Improving Allegany County Trails, Inc. may be suspended or terminated due to the violation of the bylaws or good cause decided by majority vote of the Board of Directors. Membership is automatically suspended due to unpaid dues by the date specified in

Section 5. When membership is terminated, all membership rights cease. 

Section 6. Previously terminated members may be reinstated by the Board with sponsorship of at least 3 members in good standing. 

Section 7. The number of votes allowed per membership category: 

  • Individual - 1 vote 

  • Family - 2 votes 

  • Student - 1 vote. A student is defined as under the age of 25 years. 

  • Affiliate Club - 1 vote.   An affiliate club is an organization that is officially a not-for-profit user group. 

  • Corporate - 1 vote. Corporate is defined as a for-profit entity. 

Section 8. Voting by electronic mail may be utilized and permissible for the nomination and selection of the Board of Directors. Ballots will be sent by email the month before the annual membership meeting. Members can request to receive ballots by regular mail. Ballots will be counted, and results announced at the annual membership meeting. 

Section 9. Names of members entitled to vote will be determined not more than 50 days and not less than 10 days prior to the meeting when the vote is to be held. 

ARTICLE V—DUES

Section 1. Annual dues for members shall be determined by the Board of Directors. 

Section 2. Except as otherwise provided, each new member shall pay to the Treasurer initial dues equal to the full amount of the annual dues for the appropriate class of membership. If such new membership is effective after October 1st in any calendar year, the initial payment of dues shall be applicable to the succeeding year. Thus, all dues fall due in January irrespective of the date of affiliation. 

ARTICLE VI—BOARD OF DIRECTORS

Section 1. The Board of Directors shall be composed of: 

  • Officers (Executive Committee)

    • President 

    • Vice-President 

    • Secretary 

    • Treasurer 

  • Advisors

  • Representatives from available organized interest groups, including equestrians, hikers, cross-country skiers, snowshoers, snowmobilers, bikers, ATV users. 

  • The intent of the structure is to maintain a balance of representation among the various user groups. 

Section 2. The number of members on the Board of Directors shall be a minimum of 9 and maximum of 15. The term of service is 2 years.

Section 3. The duties and powers of the officers shall include a minimum of the following: 

1. President and/or Vice-President shall preside at all meetings of members and the Executive Committee. The President also has the responsibility for creating meeting agendas, committees, and appointing chairpersons for those committees. In general, to represent the assembly, declaring its will and obeying its command in all matters and regards. 

2. The Secretary shall be responsible for recording all motions, seconds and votes, and minutes of all proceedings. Copies of all minutes shall be available to all officers, Board of Directors, and upon request, members of IMPACT: Friends Improving Allegany County Trails, Inc. The Secretary shall be responsible to give notice of all meetings and shall keep a copy of all correspondence for the corporation. 

3. The Treasurer shall have custody of funds in a bank and shall make deposits in a timely manner. Disbursements over $500 require two signatures, that of the Treasurer and one from the Board authorized list of signatories. The Treasurer shall make disbursements as officially requested. The Treasurer shall make available to all general meetings and the annual meeting a current and accurate accounting of the corporation.

Section 4. The members of the Board of Directors will be elected by closed ballot and by a plurality vote of the members. Nominations will be accepted at least 2 months prior to the annual meeting. Ballots will be distributed as outlined in Article III, Section 8. 

Section 5. The Board of Directors may fill any vacancy on the Board or any office of the organization which occurs during the term of any Director or officer. 

Vacancy will be filled as follows: the seat of President will be filled by the Vice President. Any other vacancy will be filled by appointment by the Board of Directors majority vote for the balance of the vacated term. 

Section 6. All officers and committee members shall serve without compensation for their services, excluding agents or employees contracted for service by the association. 

Section 7. The Board of Directors will meet annually and as needed. 

Section 8. The majority vote of the Board of Directors shall be of all the Directors, not only those attending the specified meeting. 

Section 9. No member shall hold more than one office, except for Secretary, which may be held simultaneously if desired or necessary. One term shall equal two years. 

Section 10. A Board member who wishes to resign his or her post shall notify the Board in writing at least one month in advance where practical. 

Section 11. The Board of Directors, by 2/3 majority vote, may remove any office holder or director whose performance may be considered by the Board to be detrimental to the organization. Such 2/3 majority shall be of all the Board members (not only those attending the specified meeting). 

Section 12. In order to transact business, a quorum of the Board is needed. A quorum is defined as more than 50%. A vote of two-thirds of the Board is needed to buy, sell, or lease real estate or equipment. If a quorum is not present at a given meeting, a vote may be obtained by polling the absent board members via email within 3 days of the meeting to obtain a quorum. 

Section 13. Meetings are to be conducted according to the current version of Robert’s Rules of Order.

ARTICLE VII—MEETINGS

Section 1. The annual membership meeting will be held during the month of April for the purposes of voting, the induction of new officers, presentation of the annual report and expectations for the coming year.  

The annual report: 

  • will include assets and liabilities, revenue, expenses, and number of members. 

  • will be filed with corporate records. 

  • will be subject to audit, which may include an independent financial audit. 

Section 2. Regular Board of Director meetings will be scheduled and shall be for the purpose of conducting the general business of the corporation. Required attendance shall be the Board of Directors and any other interested members. 

  • Any member may attend a Board of Directors meeting as an observer and to be heard on specific agenda items being discussed if the President deems it relevant. 

  • Non-agenda business will be introduced under “Other New Business”. 

Section 3. A special meeting of the Board of Directors may be called by the President or Vice-President with a minimum of 3 days’ notice to the Board of Directors. Members may also request a special meeting by contacting the officers via written request by at least 10 members. 

Section 4. Notice of the annual meeting shall be sent two months prior to the annual meeting electronically to members or by mail if requested by members in writing at the time of membership. 

Section 5. Order of Business shall be: 

  • Call to order 

  • Roll call of the Board

  • Approval of previous meeting minutes 

  • Orders of the day 

  • Reports of committees

  • Financial Reports 

  • Communications 

  • Old Business

  • New business 

  • Adjournment 


ARTICLE VIII—COMMITTEES

Section 1. Committees shall be appointed by the President on an as-needed basis. Committee members may be from the general membership as well as the Board of Directors. 

Section 2. The President shall appoint the committee chair from the Board of Directors who shall be responsible for reporting on the committee activities to the Board of Directors.  Committee members need not serve on the Board of Directors, but need to be members of IMPACT.

Section 3. Standing Committees: 

  • Executive Committee: Defines and guides organizational goals, governance, risk management

  • Finance: Solicits and administers grants, makes annual reports as required

  • Trail Operations: Oversees routine trail maintenance, oversees trail improvement projects, trains winter trail grooming crew, maintains equipment

  • Fundraising and Events: Maintains event calendar, orchestrate sand executes events

  • Marketing and Public Relations: Approves and implements Marketing & Public Relations strategy

  • Membership: Defines and implements membership programs, campaigns & drives

  • Bylaws:  Conducts annual review

  • Board Recruitment: Defines Board recruitment strategy, establishes onboarding and retention

  • Volunteer:  Recruits, trains and retains Volunteer Corps 

ARTICLE IX—PARLIAMENTARY AUTHORITY

Section 1. The governing rules of this association are previously mentioned in the bylaws. 

ARTICLE X—AMENDMENTS TO THE BYLAWS

Section 1. The Bylaws may be amended by a member of the Board of Directors submitting a written proposal at any regular meeting. Notice of the proposed amendment shall be given to all active members of the Board of Directors by email. An amendment shall require a 2/3 majority of the Board of Directors.


ARTICLE XI—CONFLICT OF INTEREST & CODE OF CONDUCT

Section 1. No officer of IMPACT: Friends Improving Allegany Trails, Inc. (referred to as IMPACT), Board of Directors, or any of its Committees, shall derive any personal profit or gain, directly or indirectly, by reason of his or her participation with IMPACT: Friends Improving Allegany Trails, Inc. Each individual shall disclose to IMPACT any personal interest he or she may have in any matter pending before IMPACT and shall refrain from participation in any decision on such matter. 

Section 2. Any officer of the IMPACT Board, any Committee or Staff who is an officer, board member, a committee member or staff member of an organization with which IMPACT conducts a financial transaction, shall identify his or her affiliation with such organization; further, in connection with any committee or board action specifically directed to that organization, he/she shall not participate in the decision affecting that organization and the decision must be made and/or ratified by the full board. 

Section 3. Any officer or member of the IMPACT Board, any Committee, Staff of IMPACT shall refrain from obtaining any list of IMPACT members for personal or private solicitation purposes at any time during the term of their affiliation. 

Section 4. The signed Conflict of Interest Certification shall be kept by the Secretary for a period of one year. The certification shall be completed every year in January of that year. 

Section 5. Rules of Conduct. All members, Directors and Officers who conduct any and all IMPACT business including, but not limited to: meetings, gatherings, and events, shall do so in good faith, ethically, safely, and legally, for the best interest of IMPACT, and act with civility and respect to others.


ARTICLE XII

DISSOLUTION

Section 1. In the case of the dissolution of this association, any funds in the treasury, real estate and equipment will be distributed to Friends of the Genesee Valley Greenway, Inc. The dissolution of the corporation may be authorized as provided. Nicole Munkwitz serves as Treasure.