BYLAWS FOR CAYUGA LAKE WATERSHED NETWORK, INC.

Preamble: The Cayuga Lake Watershed Network, Inc. is organized exclusively for educational and scientific purposes, which include promoting the understanding that it is vital to maintain and improve the ecological health and beauty of the watershed along with building and maintaining a healthy economy in order to sustain a healthy social environment for the people of the Cayuga Lake Watershed.

Article I. Name and Purpose

Sec. 1. The name of the organization shall be the Cayuga Lake Watershed Network, Inc. hereinafter referred to as the Watershed Network with its principal office located at 8408 Main Street, Interlaken in Seneca County or as hereafter determined by the Board of Directors by a two-thirds majority vote.

Sec. 2. The Watershed Network is a community-based organization, not-for-profit organization, made up of individual citizens, and individuals who represent businesses, associations, and local governments. The Watershed Network represents the Cayuga Lake watershed located in central New York State in the Finger Lakes Region. The watershed is comprised of seven counties: three of which (Cayuga, Seneca and Tompkins) with shoreline on Cayuga Lake and four of which (Schuyler, Tioga, Cortland and Ontario) share part of the upper watershed area.

Sec. 3. The purpose of the Watershed Network is to promote understanding that it is vital to maintain and improve the ecological health and beauty of the watershed along with building and maintaining a healthy economy in order to sustain a healthy social environment for the people of the Cayuga Lake Watershed. The Cayuga Lake Watershed Network’s charge is the following:

1) To encourage individual stewardship throughout the watershed by raising awareness of watershed concerns.
2) To provide an interactive, responsive forum that strives for the discovery and exchange of information.
3) To be a functional advocate representing the entire watershed community.

Article II. Membership

Sec. 1. Membership is open to all citizens, whether individuals, or as representatives of businesses, associations and government, who reside or have interests within the Cayuga Lake watershed and who have an interest in the purposes of the Network.

Sec. 2. Membership must be renewed on an annual basis, and shall become effective and run for one year from July 1st to June 30th upon payment of annual dues, as determined from time to time by the Board of Directors at the Annual Meeting. Only those members who have paid their current dues and are otherwise in good standing shall be entitled to vote.

Sec. 3. For purposes of voting on Watershed Network business each member in good standing shall have one vote.

Sec. 4. An Annual Meeting of the Members shall be held in August of each year at a date, time and place determined by the Board of Directors. Each Member and the public shall be notified in advance as set forth below.

Article III. Government

Sec. 1. There shall be a Board of Directors composed of fifteen (15) members who shall be geographically distributed so that at least four (4) Directors shall reside in each of the three counties with jurisdiction that includes Cayuga Lake and no more than three (3) shall be selected “at large”, who reside anywhere in the Watershed.

Sec. 2. Directors shall be nominated by the Nominating Committee or by members as set forth in Article VI. The initial Directors shall be elected with five (5) having a term of one (1) year, five having a term of two (2) years and five having a term of three (3) years. Subsequent terms for all Directors shall be for three (3) years. Terms shall coincide with the Annual Meeting held each August.

Sec. 3. The Board of Directors shall constitute the policy-forming body of the Network, conduct business on behalf of the membership; meet on a regular basis and inform the membership periodically of important matters and provide an Annual Report to the membership to be distributed at the Annual Meeting. A quorum shall be eight directors.

Sec. 4. Cayuga Lake Watershed Network, Inc. shall indemnify any Director or Officer, against judgments, penalties, fines, settlements, and reasonable expenses actually incurred, including those expenses actually incurred prior to the final disposition of such proceeding, to the full extent and in such circumstances as is permitted by law, including, but not limited to reasonable legal fees and disbursements. Such right to indemnification shall continue as to a person who has ceased to be a Director or Officer of Cayuga Lake Watershed Network, Inc. The indemnification provided for herein shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled to under any By-Law agreement, vote of the disinterested Directors or otherwise. Nothing contained in this section shall affect any rights to indemnification to which a party may be entitled to by contract or otherwise by law.

Sec. 5 No indemnification shall be made if such indemnification would be inconsistent with a provision of the Articles of Incorporation, the By-Laws, or a resolution of the Board of Directors, in effect at the time of the occurrence of the event giving rise to the alleged cause of action asserted in the threatened or pending action or proceeding, which prohibits or otherwise limits such indemnification. Cayuga Lake Watershed Network, Inc. shall not indemnify any person if a judgment or other final adjudication adverse to the indemnified person (or to the person whose actions are the basis for the action or proceeding) established, or the Board of Directors in good faith determines, that such person’s acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that such person personally gained in fact a financial profit or other advantage to which such person was not legally entitled.

Article IV. Officers

Sec. 1. The officers of the Watershed Network shall be a Chairperson, and three (3) Vice Chairpersons representing each of the three principal counties of the Watershed, Secretary, and Treasurer. The Officers shall be elected by the Directors, as the first order of business at the Annual Meeting. Terms of office shall be one year. Officers may succeed themselves. The Officers shall constitute an Executive Committee within the Board of Directors.

Sec. 2. The Chairperson shall serve as the Chief officer of the Watershed Network, under the direction of the Board of Directors. S/he shall have power to call meetings, appoint committee members and appoint the chair of each committee and establish agendas and, with the concurrence of the Board of Directors, execute agreements.

Sec. 3. The Vice-Chairperson(s) shall represent each of their respective counties. Upon election, the Board of Directors shall designate one Vice-Chairperson to chair meetings of the Board of Directors or Executive Committee in the absence of the Chairperson.

Sec. 4. In the event of a vacancy for Chairperson, the Board of Directors may elect one of the three Vice-Chairpersons to serve the remainder of the term. The Board of Directors may choose a new Vice-Chairperson to fill any vacancy from the remaining Directors who reside in the county needing a Vice-Chairperson. In the event of a vacancy for Secretary or Treasurer, or other Director vacancy, the Board may appoint any member in good standing to serve until the next Annual Meeting. Any Director so chosen may be subsequently nominated and elected by the membership as per Article VI. to complete another year, if the term of the vacant office runs for another year.

Sec. 5. The Secretary shall keep a record of meetings, maintain and update the list of members in good standing and present this list for inspection at the Annual Meeting or on request of the Board or any Director

Sec. 6. The Treasurer shall establish and maintain all business accounts of the Watershed Network and pay all bills on approval or direction of the Board of Directors, prepare regular reports to the Board of Directors and at the Annual Meeting and shall prepare necessary tax and other financial records, as required, by law or direction of the Board. In absence of the Treasurer, the Chair or other designee, approved by the Board of Directors is authorized to sign checks and or conduct financial business of the Watershed Network on direction of the Board of Directors.

Sec. 7. An Executive Committee comprised of all the Officers shall conduct or approve all routine business between regular meetings of the Board and as otherwise directed by the Board of Directors to act on its behalf. The Executive Committee shall meet as needed and keep a written record and report to the next regularly scheduled meeting of the Board of Directors.

Article V. Committees

Sec. 1. The Board shall conduct business through the following committees:

Community Outreach Committee
The Community Outreach committee shall prepare special programs, develop plans and conduct events or prepare materials to educate residents, farms, businesses and public and private organizations within the watershed.

Public Relations Committee:

The Public Relations Committee shall write and publish the Network newsletter and other printed or electronic information to communicate with the public, community leaders and news media regarding the Watershed Network’s efforts, events, and positions. It shall support the efforts of other committees in their activities generally promote the Network’s goals and missions by means of improved public relations.

Membership Committee
The membership committee shall solicit new members; prepare and update materials explaining the purposes of the Watershed Network and reasons for participating in the Watershed Network, and conduct other activities, which encourage active participation by the members.

Issue/Agenda Committee
The issue/agenda committee shall collect, evaluate and prioritize information on local issues, which affect the ecological, social and economic health of the watershed. The committee will report and make recommendations to the Board proposed agendas and topics for consideration and action by the Watershed Network.

Finance Development Committee
The finance/development committee shall conduct fund raising, and develop and oversee the annual budget. The Treasurer shall serve as Chair.

Sec. 2. At least one Director shall serve on each Committee.

Sec. 3. Special Committees may be appointed at the discretion of the Chairperson, with the approval of the Board. Additional Standing Committees may be established or abolished by the Chairperson with approval of the Board of Directors.

Article VI. Nominations

Sec. 1. The Chairperson shall appoint a nominating committee of not less than three persons and not more than five to nominate a slate of directors. Each of the three counties whose jurisdiction includes Cayuga Lake shall be represented on the nominating committee and no more than two Directors may serve on the Nominating Committee. The Nominating Committee shall be appointed no less than three months prior to the Annual Meeting, and shall publish a slate of candidates as part of the Agenda for the Annual Meeting that shall be made available to each member no less than three weeks in advance of the Annual Meeting.

Sec. 2. Any member in good standing may submit names of individuals to the Nominating Committee and/or may nominate individuals from the floor at the Annual Meeting.

Article VII. Elections

Sec. 1. Directors will be elected by secret ballot in rotating years except as in the initial year establishing terms as defined above (Article III, Sec 2).

Sec. 2. Absentee voting for Directors is permitted. Ballots will be prepared and mailed with the agenda for the Annual Meeting. To be valid, completed ballots must be received in time to be included in the vote at the Annual Meeting.

Article VIII. Meetings

Sec 1. An Annual Meeting of the members of the Watershed Network will be held each August, at a date and time and place as determined by the Board of Directors for purposes of election directors and transaction of such business as may properly come before the meeting.

Sec. 2. All meetings of the Board of Directors, and all Committee meetings are open to the members. Notice of the Annual Meeting and Special Meetings will be made available at least ten days prior to such meeting. An agenda for each Board of Directors meeting will be available prior to each regular meeting.

Sec. 3. Special Meetings of the membership may be called by written petition of a “quorum” as defined in Sec. 4, below. Such petition shall be mailed to the Chairperson and the Board of Directors. On receipt of this Petition the Chairperson shall establish a meeting date, time and location within 45 days and shall announce the meeting to the full membership with at least ten days prior notice.

Sec. 4. A quorum for Annual or Special Meetings of the Membership shall be comprised of either 1/10 of the current members or 100 members which ever is lesser.

Sec. 5. Matters, other than elections, shall be voted by a show of hands.

Sec. 6. Minutes or an Executive Summary of the Annual Meeting shall be made available to members within 30 days following that meeting.

Article IX. Removal of Officers and Directors

Sec. 1. Any Officer or Director of the Watershed Network may be removed by a two-thirds vote of the Board of Directors whenever, in the judgment of the Board, this action is in the best interests of the Watershed Network.

Sec. 2. Any Director who has three or more consecutive, unexcused absences from the regularly scheduled Board of Directors meetings shall be deemed to have resigned. The Chair shall determine what constitutes an “excused absence.” Upon such resignation, the majority of the Board may select another to serve as an Interim Director to serve until the next Annual Meeting, at which the membership shall select another from the same county or at large category to serve out the remainder of the term of the resigning Director.

Article X. Rules of Order

Sec. 1. Procedures for meetings shall follow Robert’s Rules of Order.

Article XI. Finances

Sec. 1. Members will be assessed an annual dues as per recommendation of the Finance Committee. To remain in good standing, payment of dues is required before or on the day of the Annual Meeting. The Board of Directors shall publish any changes in annual dues at the Annual Meeting.

Article XII. Amendments

Sec. 1. These bylaws may be amended at any Annual or Special Meeting of the Network by a two-thirds vote of the members present and constituting a quorum provided the amendment(s) have been made available to Network members at least three weeks prior to the meeting.

Revised:

Revisions approved by Membership at annual meeting 8/2004
Revisions approved by Membership at annual meeting 8/26/01
Revisions approved by the Membership on 8/14/99