BY-LAWS OF THE SOUTH SIDE ENTREPRENEURS ASSOCIATION

A NOT-FOR-PROFIT CORPORATION

Adopted October 2006

NOTE: The version on the Internet was created on January 4, 2008.  An official version is available from the Board of Directors. 

ARTICLE I:   ORGANIZATION

The name of the organization shall be the South Side Entrepreneurs Association (SSEA).  The organization may change its name by a vote of the membership body.

ARTICLE II:   LOCATION

The SSEA is located in the City of Syracuse, County of Onondaga, State of New York.

ARTICLE III:   FISCAL YEAR

The SSEA’s fiscal year is January 1^st through December 31^st, with new members of the Board of Directors taking office in January.  The organization’s annual meeting and elections will be held during the fourth quarter of each year.

ARTICLE IV:   PURPOSES

The following are the purposes for which this organization has been organized (the SSEA mission statement):  

• to unite innovative, emerging and mature growth businesses across industry lines.
• to promote positive action that benefits the South Side of Syracuse, the investment and entrepreneurial communities, through a dynamic networking, educational, membership-based organization.

ARTICLE V: BOARD OF DIRECTORS

The business of this organization shall be managed by a Board of Directors consisting of nine (9) members.  Five (5) board members will be SSEA members and four (4) will be non-SSEA members (outside board members), including one (1) Syracuse University (SU) School of Management representative.  All will be voting members.

The directors to be chosen for the ensuing year shall be chosen at the annual meeting of this organization in the same manner and style as the officers of this organization and they shall serve for a term of two (2) years and no more than two (2) consecutive terms.

The Board of Directors shall have the control and management of the affairs and business of this organization. Such Board of Directors shall only act in the name of the organization when it shall be regularly convened by its chairman after due notice to all the directors of such meeting.

Each director shall have one vote and such voting may not be done by proxy.

The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary.

Vacancies in the Board of Directors shall be filled by a vote of the majority of the remaining members of the Board of Directors for the balance of the term.

Board members wishing to resign can do so by submitting a letter of resignation to the Board with a 30-day notice.

The President of the organization, by virtue of his office, shall be Chairman of the Board of Directors.

A member of the Board may be removed for cause from office by a two-thirds (2/3) vote of the Board. The Board shall devise a process for removal and appeal.

The Board of Directors shall not permit any part of the financial or other benefits of the Association to inure to the benefit of any director, officer or private person.

ARTICLE: VI: ELECTION OF THE BOARD OF DIRECTORS

The Steering Committee members of the SSEA will act as the Board of Directors until the start of the next fiscal year after the date of incorporation.  After that, the process of electing members of the SSEA to serve on the Board of Directors will be as follows:

1. The members of the Board of Directors (the "Board") will be elected by the Membership at a general meeting on a yearly basis as set forth herein.
2. Elections will be held at the annual meeting to be held during the fourth quarter on a date and at a place to be determined by the Board.
3. Written notice of the election shall be provided to all Members not less than ten (10) nor more than sixty (60) days prior to the date of such meeting.
4. Any Member in good standing may run for election pursuant to rules adopted by resolution of the Membership and communicated by written notice to all Members. A member in good standing is one whose dues are paid up-to-date and who has attended 50% of the SSEA regular meetings in the previous fiscal year.
5. Persons serving on the Board may run for reelection.

ARTICLE VII: MEETINGS OF THE BOARD

After the annual meeting of the membership and elections, the Board of Directors shall hold its annual meeting once a year for the purpose of electing officers and directors and conducting other appropriate business as needed.  The Corporation’s standard notice and quorum requirements will be in effect.

The SSEA Board of Directors will submit names of candidates to fill the three non-member vacancies to be elected by the current board members by majority vote at the board’s annual meeting. (The fourth non-SSEA member will be a Syracuse University School of Management representative.)  Vacancies during the year shall be filled by the Board of Directors by a majority vote of the remaining members for the balance of the current term when deemed necessary. 

Regular meetings of the Board of Directors shall be held once a month on the third Wednesday of the month or on such dates as voted upon by a majority of the Board.  The Association’s standard notice and quorum requirements will be in effect.

Any Director or Officer may participate in a meeting of the Board of Directors (or a committee thereof) by means of a conference telephone or similar communications device, which allows all persons participating in the meeting to hear each other at the same time. For the purpose of establishing a quorum, any officer so communicating by conference telephone at a meeting shall be deemed to be present.

Special meetings of the Board of Directors shall be called at the discretion of the Board, with the Association’s standard notice requirements.  Special meetings can be called at any time upon the President’s own initiative or pursuant to the written request of another Board member.

The Secretary of the Association shall notify all Board members of the date, time and place of the annual meetings by mouth, telephone, e-mail, or in writing.  The notice shall be made so that such notices will be received at least five (5) business days in advance of the meeting date, when possible.  The notices of special meeting shall be provided in the same manner, but at least twenty-four (24) hours prior to such meeting date.  Notice shall state the time and place of such meeting, together with the agenda.

At any annual, regular, or special meeting of the Board of Directors, five (5) of the elected Board members shall constitute a quorum.  In the absence of a quorum at any meeting, a majority of the directors present may adjourn or reschedule the meeting, but otherwise may not conduct any corporate business.  Notice of the adjournment and rescheduling shall be given to all directors who were absent at the time of the original meeting.  If the meeting was not rescheduled during the original meeting, notice shall be given to all directors.

Any action required to be taken at a meeting of the Board of Directors, or any action which may be taken at a meeting of the Board of Directors or a Committee of Directors, may be taken without a meeting if a consent in writing setting forth the action so taken, is signed by all of the Directors or all of the Members of the Committee of Directors.

ARTICLE VIII:   OFFICERS OF THE ASSOCIATION

The initial officers of the organization shall be as follows: 

• President
• Vice President
• Secretary
• Treasurer

The President shall preside at all membership meetings.

• He or she shall by virtue of the office be Chairman of the Board of Directors.
• He or she shall present at each annual meeting of the organization an annual report of the work of the organization.
• He or she shall appoint all committees, temporary or permanent with the consent of the Board.
• He or she shall see all books, reports and certificates required by law are properly kept or filed.
• He or she shall be one of the officers who may sign the checks or drafts of the organization.
• He or she shall have such powers as may be reasonably construed as belonging to the chief executive of any organization.

The Vice President shall in the event of the absence or inability of the President to exercise his office become acting president of the organization with all the rights, privileges and powers as if he or she had been the duly elected president.

The Secretary shall keep the minutes and records of the organization in appropriate books.

• It shall be his or her duty to file any certificate required by any statute, federal or state.
• He or she shall give and serve all notices to members of this organization.
• He or she shall be the official custodian of the records and seal of this organization.
• He or she may be one of the officers required to sign the checks and drafts of the organization.
• He or she shall present to the membership at any meetings any communication addressed to him as Secretary of the organization.
• He or she shall submit to the Board of Directors any communications which shall be addressed to him or her as Secretary of the organization.
• He or she shall attend to all correspondence of the organization and shall exercise all duties incident to the office of Secretary.

The Treasurer shall have the care and custody of all monies belonging to the organization and shall be solely responsible for such monies or securities of the organization. He shall cause to be deposited in a regular business bank or trust company a sum not exceeding $25,000 and the balance of the funds of the organization shall be deposited in a savings bank except that the Board of Directors may cause such funds to be invested in such investments as shall be legal for a non-profit corporation in this state. 

• He or she must be one of the officers who shall sign checks or drafts of the organization. No special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it.
• He or she shall render at stated periods as the Board of Directors shall determine a written account of the finances of the organization and such report shall be physically affixed to the minutes of the Board of Directors of such meeting.
• He or she shall be responsible for completing and filing all documents necessary to maintain the Associations’ not-for-profit corporation status.
• He or she shall exercise all duties incident to the office of Treasurer.

Officers shall by virtue of their office be members of the Board of Directors.  

• No officer shall for reason of his office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director for receiving any compensation from the organization for duties other than as a director or officer.

The Board shall have the power to appoint a staff to implement policy and procedures of the Board.

ARTICLE IX: INDEMNIFICATION OF BOARD MEMBERS 

The Association shall indemnify its directors and officers in the manner and to the full extent provided by the Not-For-Profit Corporate Law of the State of New York, and, except as provided in that law, the Association may provide additional indemnification pursuant to agreement, action of the Board of Directors, or provision of these By-Laws.

ARTICLE X: MEMBERSHIP AND DUES

• Membership in this organization shall be open to all who are interested in and will support the mission of the South Side Entrepreneurs Association.
• Membership shall be held on an annual basis, expiring annually on the anniversary of the last day of the month in which the Member originally joined.
• If any payment of dues or special assessments is not made as and when required, a notice will be sent to the Member whose payment is delinquent. If payment of dues or special assessments is not made within ninety (90) days after such notice, the Board may revoke the Member's membership or suspend the Member's membership until the default is cured. 
• The board shall fix the amount of membership dues and/or assessments (if any) for all membership classes each year and reserves the right to adjust membership classifications as well as membership dues and assessments annually to meet the needs of the Association. 

ARTICLE XI:   MEMBER MEETINGS

The annual membership meeting of this organization shall be held during the Association’s regular November meeting each and every year.

The Secretary shall cause to be mailed to every member in good standing at his address as it appears in the membership roll book in this organization a notice telling the time and place of such annual meeting.

Regular meetings of this organization shall be held at a South Side location.

The presence of not less than 15% of the members shall constitute a quorum and shall be necessary to conduct the business of this organization; but a lesser percentage may adjourn the meeting for a period of not more than four (4) weeks from the date scheduled by these By-Laws and the secretary shall cause a notice of this scheduled meeting to be sent to all those members who were not present at the meeting originally called. A quorum as herein before set forth shall be required at any adjourned meeting.

Special meetings of this organization may be called by the president when he deems it for the best interest of the organization. Notices of such meeting shall be mailed to all members at their addresses as they appear in the membership roll book at least ten (10) days before the scheduled date set for such special meeting. Such notice shall state the reasons that such meeting has been called, the business to be transacted at such meeting and by whom it was called. At the request of five (5) of the members of the Board of Directors or 15% of the members of the organization, the president shall cause a special meeting to be called but such request must be made in writing at least ten (10) days before the requested scheduled date.

No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.

ARTICLE XII: VOTING  

At all meetings, except for the election of directors, all votes shall be by voice. For election of directors, ballots shall be provided and there shall not appear any place on such ballot that might tend to indicate the person who cast such ballot.

The written ballot required under this Section may be delivered in any manner or format, including delivery by electronic means, allowed by the New York Not-for-Profit Corporation Act at the time the ballot is to be taken.

At any regular or special meeting, if a majority so requires, any question may be voted upon in the manner and style provided for election of directors.

At all votes by ballot the chairman of such meeting shall, prior to the commencement of balloting, appoint a committee of three who shall act as "Inspectors of Election" and who shall, at the conclusion of such balloting, certify in writing to the Chairman the results and the certified copy shall be physically affixed in the minute book to the minutes of that meeting.

No inspector of election shall be a candidate for office or shall be personally interested in the question voted upon.

ARTICLE XIII:  ORDER OF BUSINESS

The following is the order of business for all business meetings.  

1. Reading of the Minutes of the preceding meeting
2. Reports of Committees  
3. Reports of Officers  
4. Old and Unfinished Business  
5. New Business  
6. Adjournments 

ARTICLE XIV: COMMITTEES

All committees of this organization shall be appointed by the Board of Directors and their term of office shall be for a period of one year or less if sooner terminated by the action of the Board of Directors. 

ARTICLE XV:  AMENDMENTS

These By-Laws may be altered, amended, repealed or added to by an affirmative vote of not less than 15% of the members.

ARTICLE XVI: PRESERVATION OF STATUS OF TAX-EXEMPT ORGANIZATION
No Board member, Officer, employee or representative shall take any action which would result in loss of tax-exempt status or reclassification of the corporation as a private foundation.