BY-LAWS

OF

SANDY HILL DAYS, INC.

ADOPTED JULY 25, 1991

TABLE OF CONTENTS

ARTICLE                   TABLE OF CONTENTS                                                                                 PAGE

                            TITLE                                                                                              

                            ORDER OF BUSINESS                                                                3

                            PREAMBLE                                                                                   3

I                           OFFICERS                                                                                     4

II                          DUTIES OF OFFICERS AND MEMBERS                                   4

III                        BUSINESS MEETINGS                                                                5

IV                        REQUIREMENTS OF MEMBERSHIP                                         6

V                         RULES OF ORDER FOR BUSINESS MEETINGS                      6

VI                        ELECTION OF OFFICERS                                                          7

VII                       RESIGNATIONS AND DISMISSALS                                         7

VII                       DISSOLUTION                                                                             8

                            BY-LAWS COMMITTEES                                                           9

TITLE

      The organization shall be known as "SANDY HILL DAYS, INC." here-in referred to as the corporation.

ORDER OF BUSINESS

1.   Roll call.

2.   Minutes of the preceding meeting for approval.

3.   Minutes of the Board of Directors meetings.

4.   Treasurer's report.

5.   Standing Committee reports.

6.   Committee reports.

7.   Voting on membership.

8.   Communications

9.   Bills

10  Unfinished business

11  New business

12  Election of officers

PREAMBLE

     The purposes for which the corporation is organized are to form a non-profit corporation designed to :

     a.  sponsor fund raising event in the Village of Hudson Falls for the entertainment and beautification of the community as a whole, designed to foster community awareness, spirit and pride as well as to provide funds for this purpose.  The event shall be known as "Sandy Hill Days";

     b.  sponsor fund raising community events in the community for the entertainment and beautification of the community as a whole, designed to foster community awareness, spirit and pride as well as to provide for this purpose; and

     c.  make charitable contributions to recognized municipal and charitable organizations primarily within the Hudson Falls-Kingsbury community.
ARTICLE I

OFFICERS of the CORPORATION

     SECTION    1.    The Executive Officers of the corporation shall consist of a President, Vice-President, Secretary and Treasurer.  The Board of Directors shall consist of the Bazaar and Arts

and Crafts Committee Chairpersons, the Executive Officers, and five (5) members elected at large at the rap-up meeting.

    SECTION    2.    Directors of the corporation may be appointed as Committee Chairpersons by the President.

    SECTION    3.    The officers of the corporation shall rank as follows for all purposes:  President, Vice-President, Secretary, Treasurer, Bazaar Committee Chairperson, Arts and Crafts Committee Chairperson and Directors.

ARTICLE II

DUTIES OF OFFICERS AND MEMBERS

    SECTION    1.    The President shall preside and maintain order in accordance with "Robert's Rules of Order" at all meetings of the Corporation.  He shall appoint all committees and serve as an ex-officio member on all committees.  The President shall not vote on any issue, except, in the case of a tie, he shall decide.  It shall be his duty to call a special meeting whenever he deems it necessary or at the request of any five (5) members of the Corporation.  The President shall make emergency decisions of the Corporation when time does not allow for a meeting of the Corporation or of the Executive Board, and such decisions shall be reported at the next regular meeting of the Corporation.  Time permitting, emergency decisions of the President may be amended or repealed by a majority vote of the voting members present.

    SECTION    2.    The Vice-president shall assist the President in the discharge of his duties, and in his absence, perform the duties of that office.

   SECTION    3.    The Secretary shall keep an accurate record of all meetings of the Corporation.  He shall keep an accurate record of all voting members of the Corporation and shall be responsible for all correspondence of the Corporation, excepting special correspondence to be conducted by members of the Executive Board.  The Secretary shall inform all members of the Corporation, and (or) the Board of Directors of special meetings at least twenty-four (24) hours previous to same.
    SECTION    4.    The treasurer shall collect and keep an accurate record of all monies entrusted to the Corporation, and shall make a report at the regular business meetings.  He shall be responsible for paying all bills authorized by a majority vote of the Corporation, and for keeping a petty cash fund for the Corporation.  He shall surrender his books to the Board of Directors when requested to do so.

    SECTION  5.    Committee Chairpersons shall discharge the duress of their Committees as prescribed by the Corporation and their job discriptions, and shall report on their respective Committees at each regular meeting of the Corporation.

   SECTION   6.    The President shall call a meeting of the Board of Directors whenever he deems it necessary or at the request of any three (3) members of the Board.  They shall audit the books of the Treasurer when deemed necessary, and shall be empowered to make emergency decisions of the Corporation.  Time permitting, decisions of the Board of Directors may be amended or repealed by a 2/3rds of the voting membership present at the next regular meeting of the Corporation.

   SECTION   6a.  Seven members of the Board of Directors shall constitute a quorum.

   SECTION   7.   It shall be every members duty to attend all regular and special meetings of the Corporation, and to perform the duties assigned to him by the Committee Chairpersons.  He shall keep all Corporation property entrusted to him in good condition and return same to the corporation after its use.  It shall be the duties of all members to promote "Sandy Hill Days" in the community.

ARTICLE III

BUSINESS MEETINGS

    SECTION    1.    The regular business meeting of the Corporation shall be conducted on the first Thursday of:  March, April, May, June and September and on the first and third Thursdays of July and August, at the Hudson Falls Village Hall or other designated location.

    SECTION    1a.  The scheduled day of the regular business meeting may be changed at any previous  business meeting of the Corporation, and will not require an amendment to these by-laws.

    SECTION 2.    The annual meeting of the Corporation shall be conducted on the first Thursday of  February at the Village Hall or other designated location.

    SECTION    3.    A wrap-up meeting shall be conducted in October at a date, place and time to be decided by the President.

    SECTION    4.    Dates and locations of all meetings may be changed by notifying all Corporation members of an alternate date and (or) location at least twenty-four (24) hours before said meeting.

    SECTION    5.    All issues brought before the Corporation shall be decided by a majority vote except as otherwise prescribed in these by-laws.

ARTICLE IV

REQUIREMENTS for MEMBERSHIP

    SECTION    1.    Membership Classification

                           1a.    Voting Member-A member  duly elected to voting membership.  A voting member shall be entitled to all benefits and privileges of the Corporation.

                           1b.    Non-voting Member-A member duly elected to voting membership.  Non-voting members shall, according to seniority, automatically become members as vacancies in the thirty-five member voting membership roster occur.  A non-voting member shall be entitled to all benefits and privileges of the Corporation except for voting on issues before the Chair.

                           1c.    Associate Member-A member nominated by a voting member, and elected by a majority of the voting members present at a regular business meeting.  An associate member shall be entitled to all benefits and privileges of the corporation except voting on issues before the Chair.  An associate member may become a voting member by following the requirements for voting membership as outlined in Article IV, sections 2, 2a and 3.

    SECTION    2.    Any person sponsored by a voting member, residing in the community, and being desirous of being a voting member shall be deemed a voting member after attending three (3) meetings of the Corporation, and being elected to membership by a majority of the voting members  present.

    SECTION    2a.  All members of the Corporation shall be assessed one dollar annual dues payable at the organizational meeting.

    SECTION    3.    A person wishing to be a Corporation member, but unable (due to employment or other reasons) to attend regular meetings may, by making his desires known, be elected to membership by a majority vote of the voting members present at a regular meeting.
    SECTION    4.    A new voting member shall be assigned a position on a Committee, and shall be entitled to all rights and privileges of a Corporation member.

    SECTION    5.    Voting membership of the Corporation shall be limited to thirty-five (35) members.  There shall be no limit as to the number of non-voting or associate members.

ARTICLE V

RULES of ORDER FOR BUSINESS MEETINGS

    SECTION    1.    Alterations, amendments or changes in the by-laws of the Corporation shall be done by presenting said, in writing, at a regular meeting of the Corporation.  At the next scheduled meeting of the Corporation, said proposition shall be voted upon; approval requiring a 2/3rds vote affirmative vote of the members present.  Said proposition shall be mailed to members not present at the meeting at least fifteen (15) days before voting on said proposition.

    SECTION    2.    Seven members of the Corporation shall constitute a quorum for the transaction of business.

    SECTION    3.    To recind or amend any motion passed at a previous meeting shall require a 2/3rds vote of the members present.

    SECTION    4.    No motion shall be entertained until seconded and stated by the Chair.

    SECTION    5.    All motions made and seconded at a meeting of the Corporation shall be decided by a majority vote of the voting present.

    SECTION    6.    All members shall conduct themselves in an orderly fashion at all meetings and functions of the Corporation.

ARTICLE VI

ELECTION of OFFICERS

    SECTION    1.    The President, the Vice President, the Secretary, the Treasurer and five (5) Directors shall be elected at the wrap-up meeting of the Corporation.  Nominations shall be made from the floor.

    SECTION    2.    Notification of the date, place and time of the wrap-up meeting shall be mailed to all members at least fifteen (15) days prior to same.
    SECTION   3.   A plurality of Corporation members present shall decide all elections.

    SECTION    4.    Committee Chairpersons shall be appointed at the MARCH meeting by the President.  All Committee Chair appointments shall be subject to the approval of the membership.  A change of Committee Chair appointments  shall require a 2/3rds vote of the voting members present.

    SECTION    5.    Vacancies in elected office shall be filled at the next regular meeting after said vacancy occurs.

ARTICLE VII

RESIGNATIONS and DISMISSALS

    SECTION    1.    Resignations shall be in writing and addressed to the Secretary of the Corporation.

    SECTION    2.    Any member failing to attend one of six (6) consecutive meetings of the Corporation, or failing to pay his assessed dues by the June meeting shall be dropped from the Corporate rolls.

    SECTION    3.    Any member of the Corporation may be subject to disciplinary action for any violation of these by-laws.

    SECTION    3a.   The Board  of Directors shall determine disciplinary action which shall be subject to the approval of the membership.  To amend or repeal disciplinary action prescribed by the Board of  Directors shall require a 2/3rds vote of the voting membership present.

ARTICLE VIII

DISSOLUTION

    SECTION    1.    Sandy Hill Days, Inc. shall use its funds only to accomplish the objectives and purposes specified in these by-laws, and no part of said funds shall inure, or be distributed to any members of the Corporation.  On dissolution of the Corporation, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific or philanthropic organizations as defined in IRS section 501 (C) (3); to be selected by the corporate membership.

BY-LAWS COMMITTEE of the original by-laws

    William Butterfield

    William Collins

    Laurie Darfler

    Robert Durkee

    Craig Fawcett  (General Chairperson)

    Richard McCann (General Chairperson)

BY-LAWS COMMITTEE for these Corporate by-laws

    Robert Durkee

    Marie Philo

    Thomas VanVranken

    Richard McCann (Interim President)     

AMMENDMENTS

October 21, 1998

Proposed amendment to article IV, section 2 and section 2a of  the by-laws of Sandy Hill Days, Inc.

ARTICLE IV

Section 2a.   Any person who, after resigning from voting membership in good standing, and who makes a request, in writing, to be reinstated to voting membership, shall be afforded such status upon a majority vote of the members present at the meeting of the corporation when such request is presented.

Section 2b.  Re-number the original section 2a to number 2b

Proposed by:

Robert Durkee

October 21, 1999

Proposed amendment to article II, section 7 and  article IV, sections 1, and section 2a of  the by-laws of Sandy Hill Days, Inc.

ARTICLE II

     Section 7. It shall be every members duty, with the exception of life members, to attend all regular and special meetings of the Corporation, and to perform the duties assigned to him by the Committee Chairpersons.  All members shall keep all Corporation property entrusted to them in good condition and return same to the corporation after its use.  It shall be the duties of all members to promote "Sandy Hill Days" in the community.

ARTICLE IV

    Section 1d.  Life Member - A voting member, who has served over seven years as a voting member of the committee and who desires to be removed from the voting membership.  After being nominated for life membership by a voting, or a life member of the committee, said candidate for life membership must be approved by a two-thirds vote of the members present at the meeting. A life member shall be entitled to all privileges and benefits of a voting member including holding office in the corporation, and voting on any motions to come before the committee.  Life members shall be excused from paying dues and from the attendance requirements of the corporation.

Section 2a   All members of the corporation, except life members, shall be assessed one dollar annual dues payable at the organizational meeting.

Proposed by:

Robert Durkee