|Board of Directors 2015
President, Andy Kawczak
Vice President, Thom Gentle
Secretary. John Case
Treasurer, Harold Brotzman
Bylaws of the Hoosic River Watershed Association, Inc.
Approved Unanimously, February 5, 2007
Revised April 6, 2009
Section 1. NAME, PURPOSE, LOCATION, CORPORATE SEAL, AND FISCAL YEAR
1.1 Name. The name of the corporation shall be the Hoosic River Watershed Association Inc.
1.2 Purpose. The purposes of the corporation are:
1) To encourage the restoration and conservation of the natural resources of the Watershed, including its fish and wildlife, forest and other plant life, water sources, and soils; to promote an understanding among the citizens of the Watershed of the need for such conservation; to educate the citizens and children of the Watershed area about the natural environment; to maintain a library of Watershed documents; to conduct scientific investigations to aid the accomplishment of the above purposes; to help promote through coordination and integration the activities of other agencies, businesses, and organizations having an interest in the resources of the Watershed; and through the above-named activities to play its part in giving assistance to river communities to make the Hoosic River Valley a better place in which to live.
2) To undertake and exercise all powers necessary or convenient to effect any or all of the purposes for which the corporation was formed; provided that no such power shall be exercised in a manner inconsistent with Massachusetts General Laws, Chapter 180, or any other chapter of the General Laws of the Commonwealth of Massachusetts; and provided, further, that the corporation shall not engage in any activity or exercise any power that would deprive it of any exemption from federal income tax which the corporation may receive under Section 501 (c)(3) of the Internal Revenue Code.
1.3 Operation As Nonprofit Corporation. The corporation is organized and operates as a nonprofit corporation under Chapter 180 of the Massachusetts General Laws and in compliance with Section 501 (c)(3) of the U.S. Internal Revenue Code of 1954, as amended from time to time. Its activities shall be conducted for the aforesaid purposes in such a manner that no part of its net earnings shall inure to the benefit of any member, director, officer, or individual. In the event of dissolution of the corporation and after payment of its just debts and liabilities, all remaining assets shall be distributed to an organization then having exempt status under Section 501(c)(3) of the U.S. Internal Revenue Code of 1954, as amended. The corporation shall not substantially engage in carrying on propaganda or otherwise attempting to influence legislation and shall not participate in, or intervene in (including the publishing or distributing of any statement), any political campaign on behalf of any candidate for public office.
1.4 Location. The principal office of the corporation shall be in the Commonwealth of Massachusetts.
1.5.Corporate Seal. The Board of Directors may adopt and alter the seal of the corporation, or may elect not to have a seal.
1.6. Fiscal Year. The fiscal year of the corporation shall, unless otherwise decided by the Board of Directors, end on December 31 in each year.
1.7 HooRWA does not discriminate on the basis of ethnic origin, race, religion, gender, age, disability or sexual orientation in any aspect of the organization’s activities or personnel practices. [Approved unanimously by the Board Sept 8, 2008.]
1.8 The president, (the vice president in the event of the president’s absence or incapacity) and the treasurer have the authority to sign legal documents. [Approved unanimously by the Board Sept 8, 2008.]
Section 2 GENERAL INFORMATION: MEMBERS, DIRECTORS, AND OFFICERS
2.1 General Membership. Any person who pays dues within the fiscal year in the amount set by the Board of Directors shall be considered a member for that year and shall be entitled to a vote at the organization’s annual meeting. Powers and Rights: In addition to the right to elect directors, as provided in Section 2.2, and such other powers and rights as are vested in them by law, the articles of organization or these bylaws, the members shall have such other powers and rights as the directors may designate.
2.2 Board of Directors. Directors are empowered to conduct the general business of HooRWA as specified in the bylaws. They must be members and are elected by a majority vote of the general membership at an annual meeting. The Board of Directors may, by majority vote, elect provisional new directors as needed during the year, but provisional directors must be approved by majority vote of the general membership at the next annual meeting. Provisional directors shall have all the duties and authority of full directors until the next annual meeting, when, upon a favorable vote of the general membership, they become full directors for the remainder of their terms.
The number of directors is determined by the general membership at an annual meeting, but the Board of Directors by majority vote may increase or decrease the number of directors as required by the needs of the organization during its fiscal year. A vote by the directors to change the total number of directors must be endorsed by a majority vote of the general membership at the next annual meeting in order to become permanent. The Board may decrease the number of directors only to eliminate vacancies existing by reason of the death, resignation, removal, or disqualification of one or more directors.
2.3 Officers. The officers consist of a president, vice president, treasurer, and secretary. These officers shall be elected by the Board of Directors at the first meeting of the Board following the annual meeting, or, in the event of vacancies, at other times during the fiscal year.
Section 3. BOARD OF DIRECTORS
3.1 Tenure. Each director shall hold office until the third annual meeting following his or her election, or until he or she dies, resigns, is removed, or becomes disqualified.
3.2 Powers. The directors shall manage the affairs of the corporation, and they shall have and may exercise all the powers of the corporation, except those powers reserved to the members by law, the articles of organization, or these bylaws. The Directors shall hire staff for the organization as needed. The Board of Directors has responsibility for major changes in the Executive Director’s terms of employment. (See 5.4) [Approved April 6, 2009.]
3.3 Committees. The directors may elect or appoint one or more committees. Unless the directors otherwise designate, committees shall conduct their affairs in the same manner as is provided in these bylaws for the directors. The members of any committee shall remain in office at the pleasure of the directors.
3.4 Suspension or Removal. A director may be suspended or removed (i) with or without cause by vote of the majority of the members, or (ii) with cause by vote of a majority of directors then in office. A director may be removed with cause only after reasonable notice and opportunity to be heard. Absence of a director, without good reason, for three consecutive meetings of the Board of Directors may constitute cause for removal.
3.5 Resignation. A director may resign by delivering his or her written resignation to the president, treasurer, or secretary of the corporation, to a meeting of the members or directors, or to the corporation at its principal office. Such resignation shall be effective upon receipt (unless specified to be effective at some other time) and acceptance thereof shall not be necessary to make it effective unless it so states.
3.6 Vacancies. Any vacancy in the Board of Directors (except a vacancy resulting from enlargement, which must be filled in accordance with Section 2.2) may be filled by the members or the directors. Each successor shall hold office for the unexpired term or until he or she dies, resigns, is removed, or becomes disqualified. The directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number.
3.7 Compensation. Directors shall not be compensated for their services as directors. Directors are not precluded from serving the corporation in any other capacity and receiving compensation for such services.
Section 4 MEETINGS
4.1 Annual Meetings. The annual meeting of members shall be held at such time as the Board of Directors decides, at the principal office of the corporation or at such other place as the Board shall determine.
4.2 Special Meetings of the Members. Special meetings of the members may be called by the president or by two directors or upon written application of three or more members. Special meetings of the members may be held at any reasonable time and at any place within the Watershed. Notice of a special meeting of the members shall be given to all members at least twenty days before the date fixed for such a meeting.
4.3 Meetings of the Board of Directors. Meetings of the Board of Directors are called by the president and are scheduled at least once a month at a time and place determined by the president. If there is good cause for the Board of Directors not to meet, the president has the authority to cancel a meeting in any given month.
4.4 Special Meetings of the Board of Directors. Special meetings of the Board of Directors may be held at such time and at any place when called by the president or by two or more directors.
4.5 Call and Notice. Reasonable and Sufficient Notice.
1.) Notice of the annual meeting of members shall be given to all members at least twenty days before the date fixed for such a meeting.
2.) Special meetings of the members and special meetings of the Board of Directors require notice of one week. It shall be reasonable and sufficient notice to a member to send notice by mail or by telephone, e-mail, or other electronic means before the meeting addressed to him or her at his or her usual or last known business or residence address.
3.) Regular and special meetings of the Board of Directors may be held at such places and at such times as the directors may determine. No call or notice shall be required for regular meetings of directors, provided that reasonable notice (i) of the first regular meeting following the determination by the directors of the times and places for regular meetings shall be given to absent members, (ii) specifying the purpose of a regular meeting shall be given to each director if either contracts or transactions of the corporation with interested persons or amendments to these bylaws are to be considered at the meeting, and (iii) shall be given as otherwise required by law, the articles or organization, or these bylaws.
4.6 Quorum. At the annual meeting of the members the presence of five members shall constitute a quorum. The quorum at a special meeting shall be twenty members. At a meeting of the Board of Directors and special meetings of the Board of Directors the presence of five members shall constitute a quorum.
4.7 Adjournment of Meetings. Any meeting may be adjourned to such date or dates not more than ninety days after the first session of the meeting by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.
4.8 Action by Vote. Each member shall have one vote. When a quorum is present at any meeting, a majority of the votes properly cast by members present shall decide any question, including election to any office, unless otherwise provided by law, the articles of organization, or these bylaws.
4.9 Telephone Conference Meetings. Subject to the same provisions as to notice and quorum as apply to any other meeting of the directors, the directors may participate in a meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
4.11 Action by Vote. When a quorum is present at an annual meeting or special meeting of the members, a majority of members present and voting shall decide any question, including election of directors, unless otherwise provided by law, the articles of organization, or these bylaws.
When a quorum is present at any meeting of the Board of Directors, a majority of directors present and voting shall decide any question, including election of officers, unless otherwise provided by law, the articles of organization, or these bylaws.
4.13 Action by Writing. Any action required or permitted to be taken in any meeting of the Board of Directors may be taken without a meeting of the directors if all the directors consent to the action in writing and the written consents are filed with the records of the meetings of the directors. Such consents shall be treated for all purposes as a vote at a meeting.
4.14 Meetings of the Executive Committee. The Executive Committee shall consist of the officers and at-large member(s) elected as needed by the full Board. The Executive Committee is convened as an advisory group to the President as the President deems necessary. From time to time, the full Board by a majority vote may authorize the Executive Committee to take action on particular matters. [Approved April 6, 2009.]
Section 5. OFFICERS AND AGENTS
5.1 Number and Qualification. The officers of the corporation shall be a president, vice president, treasurer, secretary, and such other officers, if any, as the directors may determine. The corporation may also have such agents, if any, as the directors may appoint. An officer must be a director. If required by the directors, any officer shall give the corporation a bond for the faithful performance of his or her duties in such amount and with such surety or sureties as shall be satisfactory to the directors. Two persons many share the responsibilities of any office.
5.2 Election. The president, vice president, treasurer, and secretary shall be elected annually by the directors at their first meeting following the annual meeting of the members. Other officers, if any, may be elected by the directors at any time.
5.3 Tenure. The president, vice president, treasurer, and secretary shall each hold office until the first meeting of the directors following the next annual meeting of the members and until his or her successor is chosen and qualified unless a shorter period shall have been specified by the terms of his or her election or appointment, unless the officer dies, resigns, is removed, or becomes disqualified.
5.4 President. The President shall be the chief executive officer of the corporation and, subject to the control of the directors, shall have general charge and supervision of the affairs of the corporation. The president shall preside at all meetings of the members and at all meetings of the directors, except as the members or directors otherwise determine. The President is the immediate supervisor of the Executive Director, but major changes in terms of employment for the Executive Director, such as salary increases, probation, or dismissal require the action of the full Board. [Approved April 6, 2009.]
5.5 Vice President. The vice president shall have such duties and powers as the directors shall determine. The vice president shall have and may exercise all the powers and duties of the president during the absence of the president or in the event of his or her inability to act.
5.6 Treasurer. The treasurer shall be the chief financial officer and the chief accounting officer of the corporation. He or she shall be in charge of its financial affairs, funds, securities, and valuable papers, and shall keep full and accurate records thereof. He or she shall have such other duties and powers as designated by the directors or the president. He or she shall also be in charge of its books of account and accounting records, and of its accounting performance. The treasurer shall maintain a copy of the accounting records at the principal office of the corporation, and the accounting records shall be open at all reasonable times to the inspection of any member.
5.7 Secretary. The secretary shall record and maintain records of all proceedings of the members and directors in a book or series of books kept for that purpose, which book or books shall be kept within the Commonwealth at the principal office of the corporation, or at the office of its secretary or of its resident agent. The records of proceedings shall be open at all reasonable times to the inspection of any member. Such records shall also contain records of all meetings of incorporators and the original, or attested copies, of the articles of incorporation and bylaws, and names of all members and directors and the address of each. If the secretary is absent from any meeting of members or directors, a temporary secretary chosen at the meeting shall exercise be duties of the secretary at the meeting.
5.8 Suspension or Removal. An officer may be suspended or removed with or without cause by vote of a majority of directors then in office at a regular meeting or at any special meeting of the Board of Directors called for such purpose. An officer may be removed with cause only after reasonable notice and an opportunity to be heard.
5.9 Resignation. An officer may resign by delivering his or her written resignation to the president, treasurer, or secretary of the corporation, to a meeting of the members or directors, or to the corporation at its principal office. Such resignation shall be effective upon receipt (unless specified to be effective at some other time), and acceptance thereof shall not be necessary to make it effective unless it so states.
5.10 Vacancies. If the office or any officer becomes vacant, the directors may elect a successor. Each such successor shall hold office for the unexpired term and, in the case of the president, treasurer, and secretary, until his or her successor is elected and qualified, or in each case until he or she dies, resigns, is removed, or becomes disqualified.
Section 6. PERSONAL LIABILITY
The members, directors, staff, and officers of the corporation shall not be personally liable for any debt, liability, or obligation of the corporation. All persons, corporations, or other entities extending credit to, contracting with, or having any claim against, the corporation, may look only to the funds and property of the corporation for the payment of any such contract or claim, or for the payment of any debt, damages, judgment, or decree, or of any money that may otherwise become due or payable to them from the corporation.
Section 7. AMENDMENTS
These bylaws may be altered, amended, or repealed in whole or in part by vote of two-thirds of the directors then in office in a meeting following due notice of such a proposed change at a Board of Directors’ meeting one month previous to the vote.
Directors may not amend any provision thereof which by law, the articles of organization, or these bylaws require action by the members. The members may alter, amend, or repeal any bylaws adopted by the directors or otherwise, or adopt, alter, amend, or repeal any provision which by law, the articles of organization, or these bylaws requires action by the members. Any member proposing a change in the bylaws at an annual or special meeting of the members must publicize the proposed change at least one month in advance of the meeting, having given reasonable and sufficient notice of the meeting. (3.9.3). Adoption of a bylaw change at an annual or special meeting of the members requires a two-thirds majority of members present.