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FISHERS ISLAND CONSERVANCY, INC. BY-LAWS
1. Purpose. The purpose of this not-for-profit corporation (the
"Corporation") is to function as a conservational service for the benefit of the
environment and resources of Fishers Island, New York and its adjacent waters.
2. Membership.
(a) Classes. The classes of membership shall be as the Board of
Directors shall from time to time determine. There shall be no limit on the munber of
members in any class, and corporations and partnerships are eligible to become members.
(b) Admission. Any individual or entity shali be eligible to become a
member of the Corporation. Any contribution of $10 or more donated to this not-for-
profit corporation and accepted by the Board of Directors shall entitle the donor to
become a member of the Corporation for one year, with equal privileges extended to all
members regardless of classification. These privileges primarily include the right to vote
(in person or by proxy) at the annual meeting of the Corporation or at special meetings of
members. The Board of Directors shall have full authority to accept or reject a
contribution, with the proviso that any rejected contribution be returned in full to the
sender. Also, a husband and wife contribution shall enable both to be members, provided
their contribution amounts to $10 or over.
(c) Assessments. There shall be no dues or assessments made on
any class of members.
(d) Resie;nations and Removals. Any member may resign at any
time by sending written notice to the Secretary of the Corporation, but in these cases the
contribution to the Corporation that establishes current membership need not be returned.
A member may be removed from the rolls by a majority vote of the Board of Directors,
but only for cause. In these cases, a contribution establishing current membership shall
be returned.
3. Meetine;s of Members and Votine;.
(a) Annual Meetin2S. The members shall meet annually for the
election of Directors and for the transaction of such other business as shall properly come
before the meeting. The time and place of this meeting shall be set yearly by the Board
of Directors, but shall take place on Fishers Island, New York.
(b) Notice. Notice of all meetings of the members shall be mailed to
members not less than ten, nor more than fifty days before the meeting. Such notice shall
be mailed to each member at his or her address as it appears on the books of the
Corporation.
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(c) Quorum. The presence of a majority of the members entitled to
vote in person or by proxy shall constitute a quorum at all meetings of members. If such
number of members not be so present in person or by proxy, the presence of 10% (ten
percent) or more of the members entitled to vote shall constitute a quorum, and if a
quorum still is lacking, the Chairman of the meeting shall have power to adjourn the
meeting until such time as a quorum as defined above may be achieved.
(d) Voting. Every member who is in good standing shall be entitled to
vote at every meeting of the members on all matters presented to such a meeting for
decision. Such voting may be done either in person or by written proxy. Each proxy
must be executed in writing by the member, and shall be revocable (also in writing) at his
or her pleasure. No proxy shall be valid after the expiration of eleven months from the
date of its execution unless it shall have specified therein its duration.
(e) Validation. The Secretary of the Corporation shall record and
validate all votes at each meeting according to the current roster of members and
directors on the books of the Corporation. Such books and rosters shall be produced at
each meeting should any challenge be issued as to the right of any member or members to
vote. Should the vote count itself be challenged, the Chairman of the meeting shall
appoint a voting inspector to validate said vote count. Current books and rosters of the
Corporation, certified as accurate up to the date of the meeting by the Secretary, shall be
present at each meeting.
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(f) Special Meetings. Special meetings of the members, for any
purpose or purposes, may be called pursuant to the resolution of the Board of Directors or
by the President at the request, in writing, of a majority of the Directors or members.
Such request shall in any case state the purpose or purposes of the proposed meeting.
Business transacted at all special meetings shall be confined to the objects as stated in the
call, and matters germane thereto. Proper notice shall then be given to all members as to
the meeting, and the exact time and place as the Board of Directors may decide.
4. Directors. The responsible management and control over the
affairs of the Corporation shall be vested in a Board of Directors. The Board of
Directors shall govern the assets, projects and programs of the Fishers Island
Conservancy in accordance with all local, state and federal laws governing not-for-profit
corporations, as well as in accordance with its own By-Laws and Certificate of
Incorporation.
(a) Number. All Directors shall be elected to 3-year terms renewable
for a 2nd 3-year term. Thereafter, such Director shall cease to serve, except that under
certain special situations, by vote of the Board's nominating committee, such Director's
term may be extended. Any Director which is rotated off the Board may be renominated
after the lapse of one year. The number of Directors shall henceforth be as the Board may
decide at its pleasure and discretion. No Director shall receive any salary or
compensation for his or her services as a Director, but may receive reimbursement for
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travel expenses on Conservancy business and office supply expenses, or compensation
for providing technical services in his or her area of expertise. Such compensation may
only be paid if a written agreement between the Director providing such services and the
Board is first entered into.
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(b) Variances and Resimations. The Board of Directors, by
majority vote of those present at any valid Directors meeting, may fill any vacancy which
may occur in their number. The vacancy shall be filled for the balance of any unexpired
term. Any Director may resign from the Board at any time, in writing, to the Secretary of
the Conservancy.
(c) Directors Meetine:s. (i) Time and Place. Regular or special
Directors meetings may be held within or without New York State at such times and in
such places as the Board of Directors may establish from time to time. Special Directors
meetings may be called by the President on eight days notice to each Director, either
personally, or by mail or by wire, unless such notice shall be waived in writing
unanimously. Special Directors meetings shall be called by the President in like manner
on the written request of a majority of the Directors.
(ii) Telephone Meetine:s. Upon due notice,
Directors meetings may be held by a conference telephone call, with a majority of the
Directors on the line to constitute a quorum, provided that all Directors be informed of
the time and date of the conference call meeting.
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(iii) Quorum. At all regular and Special
Directors' meetings, the presence ofless than a majority of the entire Board of Directors,
in person or by proxy, may constitute a quorum and be sufficient for the transaction of
business provided that, in the case of a Board consisting of fifteen (15) Directors or less,
the quorum shall be at least one-third of entire number of Directors, and, in the case of a
Board of more than fifteen (15) Directors, the quorum shall be at least five (5) Directors
plus one (I) additional Director for every ten (10) Directors (or a fraction thereof) in
excess of fifteen (15). Any act of a majority of Directors at a meeting at which a
quorum, as defined herein, is present shall constitute an act of the Board of Directors,
except as may otherwise be specifically provided for by Statute, by the Certificate of
Incorporation or by these By-Laws.
(iv) Action bv Consent. The Board of
Directors may act on any specific issue, by unanimous written consent, without a
meeting.
(v) Guests at Meetine:s. The Board of
Directors may, at its discretion by majority vote, or by the personal invitation of the
President, invite junior advisory board members, senior advisory board members,
committee members, and/or other guests with special technical expertise, to attend any of
the Board's meetings, provided that none of these guests be given any voting power.
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(d) Committees. From time to time, the Board of Directors may
establish and disband such committees of its own number as may be deemed appropriate
(including without limitation an executive committee and a nominating committee), and
it may delegate to such committees any or all of its duties except the filling of vacancies
on the Board of Directors, the election of Officers, and the amendment of these By-Laws.
The Board of Directors may also establish and disband committees from outside its own
number to assist the Corporation (including, without limitation, special study groups, an
Executive Associate group, and an Advisory Board), but it shall not delegate any of its
duties to such a group. A Director shall sit on all outside committees; however, such
committees may have an outside member as chairman.
(e) Chairman. The Board of Directors may nominate and appoint a
CHAIRMAN of the Board of Directors who will serve a standard 3-year term. The
Chairman shall be an active member of the Board, as well as elder statesman, and shall be
a member of the nominating committee and the executive committee.
5. Officers.
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(a) Description and election. The officers of the
Corporation shall be President, Vice-President, Secretary, and Treasurer, who shall be
elected by the Board of Directors after the Annual Meeting of members, and who shall
hold office for a term of three years, or until their successors are elected and seated. Any
officer may be removed by a two-third vote of the Board of Directors. Any two or more
offices may be held by the same person except the offices of President and Secretary. All
officers shall be elected from the Board of Directors. An officer may resign his or her
post at any time by a written letter to the Secretary of the Corporation, or the President.
The Board of Directors shall then elect a replacement to serve until the original term
expires.
(b) President. The President shall be the chief
executive officer, shall have all duties and authority normally held by that office, and
shall be responsible for the day-to-day operations of the Conservancy. He shall preside at
all meetings of the officers and Directors, and he shall be a member of all committees, ex
officio.
(c) Vice-President. The Board may nominate and
approve a Vice President who shall perform such duties as shall be designated by the
President. In the absence of the President, the Vice President shall carry out the duties
and responsibilities and shall have the authority of the President, including presiding at
meetings.
(d) Treasurer. The Treasurer shall have custody of
all funds and securities of the Corporation, and shall keep full and accurate accounts of
receipts and disbursements and shall deposit all monies and other valuable effects in the
name of and to the credit of the Corporation in such depositories as may be designated by
the Board of Directors. He shall disburse the funds of the Corporation as may be ordered
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by the Board of Directors, taking proper vouchers for such disbursements, and shall
render to the President and Directors, whenever they may require it, an account of all his
transactions as Treasurer, and of the financial condition of the Corporation. He shall, in
addition, make an annual report to the members at the Annual Meeting.
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( e) Secretary. The Secretary shall attend, and act as
clerk of, all meetings of the Board of Directors and the membership, and record all votes
and the minutes of all proceedings in a book to be kept for that purpose. He shall
perform like duties for all committees if the Board of Directors so desires, but the Board
is also empowered to appoint an Assistant to the Secretary. The Secretary shall also
cause notice to be given of all meetings. He shall have custody of the original copy of
the By-Laws, and all amendments thereof, shall receive all applications for membership,
shall keep in safe custody the seal of the Corporation (and when authorized by the Board
of Directors shall affix it to any instrument requiring a seal) and shall conduct the
correspondence of the Corporation, and shall execute all instruments as may be officially
authorized by the Board. The Secretary shall also maintain a mailing address of this
Conservancy at Fishers Island, New York and be in general charge of all records of the
Corporation.
6. Contracts and Financial Procedures. The Directors by majority vote
shall decide who shall be authorized on the Corporation's behalf to sign checks,
documents, contracts, bills, reports, etc. If there is any irregularity in regard to a
donation, dues payment, or financial contribution to the Corporation by a member or
applicant for membership, the Board of Directors reserves the right to return such check,
payment, or donation to the sender.
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The Corporation may also be empowered to hold, and/or dispose of assets in cash,
equity investments, real property, or debentures in such proportions as the Board of
Directors at its discretion may determine. Attorneys of the Corporation may also be
asked by the Board to advise and/or assist the Treasurer or other financial officer in
preparing tax forms or reports of a not-for-profit corporation.
7. Seal. The Seal of the Corporation shall be circular in form, and shall
bear the name of the Corporation, the words "New York", and the year of its
incorporation.
8. Indemnification. The Corporation shall indemnifY all officers and
Directors to the full extent permitted by law, as it may exist from time to time, against all
liability for acts and omissions taken in good faith on behalf of the Corporation,
including, without limitation, costs and expenses of defense, including attorneys fee. The
Board of Directors may acquire insurance with respect to its indemnification obligations
hereunder.
9. Office. Though its precise location may on occasion be changed by the
Board of Directors, the official office of the Corporation will always be on Fishers Island,
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New York (Town of Southold, County of Suffolk), and an official address will always be
maintained at the Fishers Island Post Office (06390).
10. Leeal Aims. The Board of Directors of this corporation is also
empowered to use its legal assets, including the corporate counsel, in matters which will
aid and assist the operation of this Conservancy according to its Certificate of
Incorporation and its By-Laws. Such aims and assists may include, but are not restricted
to, legal defense of the Corporation's programs, operations, or studies, as well as legal
action to protect and defend, if necessary, under all applicable federal, state, and local
laws, the beauty, natural resources, and assets of Fishers Island, New York and its
surrounding waters.
II. Emplovment. The Corporation may, at the discretion of the Board
of Directors, hire outside consultants or experts from time to time who will be
responsible for submitting reports or writing articles in support of the Conservancy's
programs and operations. Similarly, the Corporation is empowered to hire, at the
discretion of the Board of Directors, any secretarial or other professional help that would
aid or assist the Conservancy in the furtherance of its projects and operations.
12. Donations and Gifts. The Fishers Island Conservancy welcomes
bequests, gifts, and donations approved by relevant law or the Corporation's Board of
Directors. The Conservancy, with Board approval, may also accept grants or donations
from other charitable, governmental, or environmentally-minded groups consistent with
federal law, the laws of New York State, and the Conservancy's own By-Laws and
Certificate of Incorporation.
13. Amendment. Any provlSlon of these By-Laws may be amended or
repealed by the majority vote of the Board of Directors present at any valid m~~h.... fW
the Board.
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End.
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