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THE
LACKAWAXEN RIVER CONSERVANCY BY LAWS AS AMENDED Article 1 – Name/Location Section 1- Name The name of
this organization shall be The Lackawaxen River Conservancy. Section 2 -
Location The Lackawaxen
River Conservancy resides in the state of Article 2 - Purposes and Policy Section 1 The purposes of The Lackawaxen River Conservancy shall be to
promote and preserve the environment of the Lackawaxen River watershed and
the water quality of the Lackawaxen River, promote the natural In order to
further these purposes the organization shall conduct scientific and
educational activities within the meaning of Section 501(c) (3) of the
Internal Revenue Code of 1954, as amended, including: (a)
creating public awareness of the need for and methods of protection of the (b)
conducting scientific investigations and research; and (c)
such other means as are appropriate and consistent with the restrictions set,
forth in any Articles of Incorporation. Section 2 The Conservancy
shall not support or oppose any political policy or any candidate. No substantial part of the activities of
The Conservancy shall be the carrying on of propaganda or attempting to
influence legislation. Section 3 The Conservancy
shall not engage directly or indirectly in any activity that would invalidate
its status (1) as a corporation which is exempt from federal income tax as an
organization described in Section 501 (c)(3) of the Internal Revenue Code or
(2) as a corporation, contributions to which are deductible under Section 170
of the Internal Revenue Code. Section 4 The programs,
services and activities of The Conservancy will be open to all segments of
the public at large without regard to race, creed, color, sex, age, or
national origin. Section 5 -
Representation It shall be the
policy of the of The Conservancy that any officer or member cannot make any
public or private statement while representing The Conservancy without first
having that statement approved before a quorum of the Board of Directors. Article 3 - Membership Section 1 Any person who
subscribes to the purposes and policy of The Lackawaxen River Conservancy
shall be eligible for membership. Section 2 The members of The Conservancy shall consist
of the members of the Board of Directors and such other persons,
associations, and organizations as shall pay dues fixed by the Board of
Directors. Each member of The Conservancy
shall have one vote on every matter that comes before the members, and no
member shall be entitled to cumulate his votes for any purpose. Section 3 There shall be
a minimum annual membership dues requirement as determined by the Board of
Directors. The Board of Directors
shall set the various classes of members and appropriate annual dues
requirement for each class. Section 4 Upon failure of
a member to pay the required dues after 30 days notice, the membership shall
be terminated. Section 5 Monthly
meetings will be held on the third Tuesday of each month at a time and place
as designated by the Board of Directors. Article 4 - Meetings Section 1 A meeting of
the members of The Conservancy shall be held each calendar year at such date
and hour and at such place as the Board of Directors may select for the
election of Directors and for the transaction of such other business as may
properly come before the meeting.
Notification, by mail shall be provided to each member 30 days prior
to such annual meeting. Section 2 Special
meetings of the members of The Conservancy may be called at any time by the
Chairman of the Board, President or by the Board of Directors and must be
called by the President or Secretary on receipt of written request thereof
signed by no less than ten percent (10%) of the voting members. Notification of such meeting shall be
provided to each member at least eight days prior to the meeting Section 3 Fifteen members
or 10 percent of the members of The Conservancy, whichever shall be the
lesser number, shall constitute a quorum for transaction of all business. Article 5 - Board of-Directors Section 1 The Board of
Directors shall have full authority to manage and control the business and
affairs of the Conservancy. Section 2 The Board of
Directors shall consist of not less than 9 persons and not more than 13
persons, elected by the membership at each annual meeting. Appointed members shall serve for a period
of one year. The Board of Directors
may elect such number of additional Honorary Directors from time to time as
it may deem appropriate. Honorary
Directors shall have no vote except as and to the extent that, the are
members of The Conservancy. All members of the Board shall be members of The Conservancy Section 3 Members of the
Board shall be elected at the annual meeting of The Conservancy to serve for
a period of three years, or until their successors shall qualify. All nominations
for Director shall be made by the Nominations Committee during the monthly
meeting immediately preceding the annual meeting. Any additional nomination for Director,
made from the floor, must be made during that monthly meeting immediately
preceding the annual meeting. No
nomination, in any form, for Director subsequent to the aforesaid monthly
meeting shall be accepted for that year. The initial terms of office of the first Board of
Directors shall be staggered terms as follows: one-third of the members of the
Board shall be elected for a term of one year, one-third for a term of two years, and one-third for a term of
three years. In the event of an
increase or decrease in the number of Directors, from time to time, the term
of any new Director shall Section 4 Any member of
the Board of Directors may serve two consecutive three-year terms. A member who has served two consecutive
three-year terms may become eligible for election to the Board of Directors
following an absence from the Board for at least one year. Section 5 Any vacancy in
the Board, which occurs between the annual meetings of the voting members,
may be filled by appointment of the remaining members of the Board to fill
the un-expired term. Section 6 The Board of
Directors shall meet at the call of the Chairman or any three members of the
Board. Notice of such meetings shall be
mailed to each member of the Board not less than five days before such
meeting. There additional
meetings may be held at such time and place as
shall from time to time be determined by the Board. A regular meeting for the election of
officers and the transaction of such other business as may properly come
before the meeting shall be held immediately following each Annual Meeting of members in each year. Section 7 A majority of
the members of the Board shall constitute a quorum for the transaction of
business at any meeting of the Board Section 8 The Board of
Directors may declare vacant the office of a director if he is declared of
unsound mind by an order of the court or convicted of a felony. Any director who fails to attend three
consecutive meetings of the Board without providing appropriate notice may be
removed by the Board. Section 9 -
Powers The business and affairs of The Conservancy shall be
managed by its Board of Directors. The
Board of
Directors shall have control of the property and activities of
The Conservancy, including the power to purchase, lease, mortgage and sell or
encumber by easement, restriction or otherwise, any land, building, or other
real estate heretofore or hereafter acquired by The Conservancy. The Board shall have the power to employ
agents, workmen, and other employees to carry on the activities of The
Conservancy. The Conservancy may employ
one or more of its officers on a full or part time basis. Article 6 - Officers Section 1 -
Annual Terms The officers of
The Conservancy shall be a President, one or more Vice Presidents, a
Secretary, and a Section 2 - Special
Officers and Appointees The Board of
Directors may from time to time provide for or appoint such other officers
and agents as they shall determine and fix the
duties, powers, and terms of service of such agents or officers as they shall
appoint. Section 3 -
President's Duties The President
shall be the chief executive and operating officer of The Conservancy and
shall preside at all meetings of Section 4
- Vice President's Duties There shall be
a first vice president and such other vice presidents as the directors may
elect. In the absence or disability of
the president, or in the case of a vacancy in the office of the president,
the duties of the president shall be performed by the first vice president. Section 5
- Officer's Powers and Duties The officers
shall have such powers and duties as are usual to their respective offices
and such as may be granted or required of them by the Board, provided that
the Treasurer shall, in addition to his other duties, make a full financial
report at each annual meeting of the voting members of The Conservancy. Specific officers’ duties will be
identified at the first Board of Directors meeting after the annual
membership meeting. Section 6 - Resignation or Removal In the event
any of the officers resign or be removed by death or otherwise, the Board of
Directors shall fill such vacancy for the un-expired term of such office. Section 7 - Compensation The officers
and the members of the Board of Directors shall perform their respective duties
without compensation. Board members may be reimbursed for reasonable expenses
incurred for Cons Article 7 -
Committees Section 1 The President,
with the approval of the Board of Directors, shall appoint an Executive
Committee from members of the Board which shall meet at the call of the
Chairman or any two members of the Executive Committee and shall be
responsible for executing the plans and program of the Board of
Directors. The Committee shall have
full authority to act for the Conservancy Section 2 The President
shall appoint annually a fiscal committee of three members of the Board of
Directors to audit or cause to be audited the books of the treasurer and
report upon same at the next meeting of the board. The committee shall consist of three
directors, whose term shall not expire at such annual meeting and two members
at large. Section 3 The President,
with the approval of the Board of Directors, shall, no less than 90 days
prior to each annual meeting of the members, appoint a nominating committee
for the nomination of directors for election at such annual meeting. The committee shall consist of three
directors, whose term shall not expire at such annual meeting and two members
at large. Section 4 - Special Committees The President
shall appoint such other committees as shall be deemed necessary for the
efficient operation of The Conservancy. Article 8 - Section 1 The fiscal year
for the Conservancy shall be from January 1 to December 31. Section 2 -
Check Signing All checks,
drafts, and other orders for payment of funds will be signed by such officers
or such other persons as the board of directors may from time to time
designate. All documents will require
two such signatures, at least one of which must be that of a member of the
board of directors and the other may be of the executive director. Section 3 -
Records and Fiscal Review The Conservancy
will keep correct and complete books and records of account. The Conservancy will keep minutes of the
proceedings of its members, board of directors, and committees having any of
the authority of the board of directors.
A record of voting members, their names and addresses shall be
maintained. Conservancy books and
records may be inspected by any member for any proper purpose at any
reasonable time. Article 9 - Section 1 -
Dissolution The term for
which The Conservancy is to exist is perpetual. In the event of termination, dissolution or
winding up of The Conservancy in any manner or for any reason whatsoever, the
assets of The Conservancy which remain after payment of all liabilities of
The Conservancy shall be paid over to and transferred to an organization, or
organizations organized exclusively for charitable, educational or scientific
purposes similar to those of The Lackawaxen River Conservancy, provided that
such recipient qualifies as an organization exempt from tax under Section 501
(c) (3) of the Internal Revenue Code.
No portion of the assets shall inure to the benefit of any director,
officer, or member of the Conservancy or any enterprise organized for profit. Article 10 -
Amendments Section 1 These by-laws
may be amended, repealed, or altered in whole or in part by a two-thirds vote
of the Board of Directors at any meeting at which a quorum is present
provided, however, that all Directors shall have received written notice of
any and all proposed changes to the by-laws at least two weeks prior to the
date such changes are voted upon. Article 11 - Limitation of Liability Section 1 A Director of
this Conservancy shall not be personally liable for monetary damages as such
for any action taken, or any failure to take action unless the Director has
breached or failed to perform the duties of his office under Section 8363 of
Title 42 of the Pennsylvania Consolidated Statutes (The Pennsylvania Directors
Liability Act (Act No. 145 of 1986)) as from time to time amended, or any
successor provision, and the breach or failure to perform constitutes
self-dealing, willful misconduct or recklessness. This provision shall not apply to the
responsibility or liability of a Director pursuant to any criminal statute or
the liability of a Director for payment of taxes pursuant to local, State or
Federal law. These By-Laws
have been amended by a quorum of the Board of Directors on this day of _____,
in the month of _______________, 2004 President _________________________________________________________ Vice President ________________________________________________________ Secretary ________________________________________________________ |
