| 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.
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 six counties:
three of which (Cayuga, Seneca and Tompkins) with shoreline on Cayuga
Lake and three of which (Schuyler, Tioga and Cortland) 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.
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.
Sec. 1. There shall be a Board of Directors composed of fifteen (15)
members numbering 15, 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.
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.
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.
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 which 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.
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.
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.
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.
Sec. 1. Procedures for meetings shall follow Robert’s Rules of
Order.
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.
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.
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