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Bylaws of the Friends of the Mohawk Towpath Scenic Byway, Inc

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  1. 1. BYLAWS OF THE Friends of the Mohawk Towpath Scenic Byway, Inc. (adopted 12/10/2012) ARTICLE I — NAME AND PURPOSE Section 1 — Name: The name of the organization shall be the Friends of the Mohawk Towpath Scenic Byway, Inc. It shall be a nonprofit membership organization incorporated under the laws of the state of New York. Section 2 — Purpose: Friends of the Mohawk Towpath Scenic Byway, Inc. (referred herein as the organization) is organized exclusively for charitable, scientific and education purposes. Friends of the Mohawk Towpath Scenic Byway shall be a bridge to the community by: a. Increasing public awareness of, focusing attention on, and expanding the use and appreciation of the Mohawk Towpath Scenic Byway. b. Initiating, organizing, promoting, and encouraging cultural, recreational, and educational activities along the Byway Corridor. c. Stimulating gifts and endowments for the Mohawk Towpath Scenic Byway Coalition, Inc, as well as raising funds to support certain Byway activities. ARTICLE II — MEMBERSHIP Section 1 — Eligibility for membership: Application for voting membership shall be open to anyone with an interest in the Mohawk Towpath National Byway, its stories and its future. Membership is granted after completion and receipt of a membership application and annual dues. All memberships shall be granted upon a majority vote of the board. Section 2 — Annual dues: The amount required for annual dues shall be established by a majority vote of the members at an annual meeting of the full membership. Continued membership is contingent upon being up-to-date on membership dues. Levels of membership may include but not be limited to individual, family, youth, lifetime, corporate or group, and supporting. Section 3 — Rights of members: For elections and for actions presented to the membership, only current members in good standing may vote. Furthermore, the voting member must be in attendance at the meeting at which the action or election is being called. No voting by proxy is allowed, except under exceptional circumstances as approved on a case-by-case basis by the board of directors. A voting member may cast only one (1) vote regardless of the number of different levels of membership held. Section 4 — Resignation and termination: Any member may resign by filing a written resignation with the secretary. Resignation shall not relieve a member of unpaid dues, obligations, or other charges previously accrued. A member can have their membership terminated by a majority vote of the membership. page of1 9
  2. 2. Section 5 — Non-voting membership: The membership shall have the authority to establish and define non-voting categories of membership. ARTICLE III — MEETINGS OF THE ORGANIZATION Section 1 — Regular meetings: Regular meetings of the organization shall be held quarterly, at a time and place designated by the president. Meetings will generally follow Robert’s Rules of Order, will be held in a public setting within the Byway corridor, and will be open to the public. Section 2 — Annual meetings: An annual meeting of the members shall take place in the month of January, the specific date, time and location of which will be designated by the president. At the annual meeting the members shall elect directors and officers, receive reports on the activities of the organization, and determine the direction of the organization for the coming year. Section 3 — Special meetings: Special meetings may be called by the president, the executive committee, or a simple majority of the board of directors. A petition signed by five percent of voting members may also call a special meeting. Section 4 — Notice of meetings: Notice shall be given orally, by telefax, or by electronic mail or by conventional mail and shall state the purposes, time and place of the meeting. If notice is given orally, in person or by telephone, it shall be given not less than one day before the meeting; if it is given by telefax or by mail, it shall be given not less than three days before the meeting. Section 5 — Quorum: The members present at any properly announced meeting shall constitute a quorum. Section 6 — Voting: All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place. ARTICLE IV — OFFICERS AND DUTIES Section 1 — Officers: There shall be four officers of the organization, consisting of a president, vice-president, secretary and treasurer. Their duties are as follows: Section 2 — Duties of the Officers: a. The president shall convene regularly scheduled board meetings, shall preside or arrange for other members of the executive committee to preside at each meeting in the following order: vice-president, secretary, treasurer. b. The vice-president shall chair committees on special subjects as designated by the board. page of2 9
  3. 3. c. The secretary shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member, and assuring that corporate records are maintained. d. The treasurer shall make a report at each board meeting. The treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to board members and the public. ARTICLE V — BOARD OF DIRECTORS Section 1 — Board role, size, and compensation: The board is responsible for overall policy and direction of the organization, and delegates responsibility of day-to-day operations to members, volunteers, and committees. The board shall include the executive officers and up to five (5) members elected from the membership at large. The board receives no compensation other than reasonable expenses. Section 2 — Terms: All at-large board members shall serve two-year terms, but are eligible for re-election for up to five consecutive terms. Section 3 — Meetings and notice: The board shall meet at least quarterly, at an agreed upon time and place. Notice of board meetings will be consistent with Article 3, Section 4. Section 4 — Board elections: New directors and current directors shall be elected or re-elected by the membership at the annual meeting by a simple majority of members present. Section 5 — Election procedures: A nominating committee shall be responsible for nominating a slate of prospective at-large board members representing the organization’s diverse constituency. In addition, any member can nominate a candidate to an executive office or to the slate of nominees for at-large directors. Section 6 — Quorum: A quorum for a meeting of the board is four (4) for business transactions to take place and motions to pass. Section 7 — Vacancies: When a vacancy on the board exists mid-term, the secretary will receive nominations to fill the vacancy from present board members two weeks in advance of a board meeting. These nominations shall be sent out to board members with the regular board meeting announcement, to be voted upon at the next board meeting. These vacancies will be filled only to the end of the particular board member's term. Section 8 — Resignation, termination, and absences: Resignation from the board must be in writing and received by the Secretary. A board member shall be terminated from the board due to excess absences, more than two unexcused absences from board meetings in a year. A board member may be removed for other reasons by a three-fourths vote of the remaining directors. page of3 9
  4. 4. ARTICLE VI — COMMITTEES Section 1 — Committee formation: The board may create committees as needed, such as fundraising, public relations, stewardship, etc. The president appoints all committee chairs. Section 2 — Executive Committee: The four officers serve as the members of the executive committee. Except for the power to amend the Articles of Incorporation and bylaws, the executive committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board of directors, and is subject to the direction and control of the full board. Section 3 — Finance Committee: The treasurer is the chair of the finance committee, which includes three other board members. The finance committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and the annual budget with executive committee and other board members. The board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the board or the executive committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the board showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to the membership, board members, and the public. Section 4 — Nominating Committee: The nominating committee is responsible for assuring succession of the organization’s leadership achieving this goal by seeking qualified and enthusiastic candidates for leadership positions among volunteers. Recommendations are made on training opportunities and other methods to attract and retain a pool of volunteer resources. ARTICLE VII — INDEMNIFICATION AND INSURANCE Section 1 — Authorized Indemnification: Unless clearly prohibited by law or Section 2 of this Article VII, the organization shall indemnify any person made, or threatened to be made, a party in any action or proceeding, whether civil, criminal, administrative, investigative or otherwise, including any action by or in the right of the organization, by reason of the fact that he or she (or his or her testator or intestate), whether before or after adoption of this Section, (a) is or was a director or officer of the organization, or (b) in addition is serving or served, in any capacity, at the request of the organization, as a director or officer of any corporation, or any partnership, joint venture, trust, employee benefit plan or other enterprise. The indemnification shall be against all judgments, fines, penalties, amounts paid in settlement (provided the organization shall have consented to such settlement) and reasonable expenses, including attorneys’ fees and costs of investigation, incurred by an indemnified person with respect to any such threatened or actual action or proceeding, and any appeal thereof. Section 2 — Prohibited Indemnification: The organization shall not indemnify any person if a judgment or other final adjudication adverse to the indemnified person (or to the person whose page of4 9
  5. 5. actions are the basis for the action or proceeding) establishes, 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 he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled. Section 3 — Advancement of Expenses: The organization shall, on request of any indemnified person who is or may be entitled to be indemnified by the organization, pay or promptly reimburse the indemnified person’s reasonably incurred expenses in connection with a threatened or actual action or proceeding prior to its final disposition. However, no such advancement of expenses shall be made unless the indemnified person makes a binding, written commitment to repay the organization, with interest, for any amount advanced for which it is ultimately determined that he or she is not entitled to be indemnified under the law or Section 2 of this Article VII. An indemnified person shall cooperate in good faith with any request by the organization that common legal counsel be used by the parties to such action or proceeding who are similarly situated unless it would be inappropriate to do so because of actual or potential conflicts between the interests of the parties. Section 4 — Indemnification of Others: Unless clearly prohibited by law or Section 2 of this Article VII, the board of directors may approve organization indemnification as set forth in Section 1 of this Article or advancement of expenses as set forth in Section 3 to a person (or the testator or the intestate of a person) who is made, or threatened to be made, a party in any action or proceeding, by reason of the fact of such employment or volunteer activity, including actions undertaken in connection with service at the request of the organization in any capacity for any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. Section 5 — Determination of Indemnification: Indemnification mandated by a final order of a court of competent jurisdiction will be paid. After termination or disposition of any actual or threatened action or proceeding against an indemnified person, if indemnification has not been ordered by a court the board of directors shall, upon written request by the indemnified person, determine whether and to what extent indemnification is permitted pursuant to these bylaws. Before indemnification can occur the board of directors must explicitly find that such indemnification will not violate the provisions of Section 2 of this Article. No director with a personal interest in the outcome, or who is a party to such actual or threatened action or proceeding concerning which indemnification is sought, shall participate in this determination. If a quorum of disinterested directors is not obtainable, the board of directors shall act only after receiving the opinion in writing of independent legal counsel that indemnification is proper in the circumstances under then applicable law and these bylaws. Section 6 — Binding Effect: Any person entitled to indemnification under these by-laws has a legally enforceable right to indemnification which cannot be abridged by amendment of these bylaws with respect to any event, action or omission occurring prior to the date of such amendment. page of5 9
  6. 6. Section 7 — Insurance: The organization is not required to purchase director’s and officer’s liability insurance, but the organization may purchase such insurance if authorized and approved by the board of directors. To the extent permitted by law, such insurance may insure the organization for any obligation it incurs as a result of this Article or operation of law and it may insure directly the directors, officers, employees or volunteers of the organization for liabilities against which they are entitled or permitted to be indemnified by the organization. Section 8 — NonexclusiveRights: The provisions of this Article shall not limit or exclude any other rights to which any person may be entitled under law or contract. The board of directors is authorized to enter into agreements on behalf of the organization with any directors, officer, employee or volunteer providing them rights to indemnification or advancement of expenses in connection with potential indemnification in addition the provisions therefore in this Article, subject in all cases to the limitations of Section 2 of this Article. ARTICLE VIII CONFLICTS OF INTEREST Section 1 — Definition of Conflicts of Interest: A conflict of interest will be deemed to exist whenever an individual is in the position to approve or influence organization policies or actions which involve or could ultimately harm or benefit financially: (a) the individual; (b) any member of his immediate family (spouse, parents, children, brothers or sisters, and spouses of these individuals); or (c) any organization in which he or an immediate family member is a director, trustee, officer, member, partner or more than 10% shareholder. Service on the board of another not-for-profit corporation does not constitute a conflict of interest. Section 2 — Disclosure of Conflicts of Interest: A director or officer shall disclose a conflict of interest: (a) prior to voting on or otherwise discharging his duties with respect to any matter involving the conflict which comes before the board or any committee; (b) prior to entering into any contract or transaction involving the conflict; (c) as soon as possible after the director or officer learns of the conflict; and (d) on the annual conflict of interest disclosure form. The secretary of the organization shall distribute annually to all directors and officers, a form soliciting the disclosure of all conflicts of interest, including specific information concerning the items of any contract or transaction with the organization and whether the process for approval set forth in Section 3 of this Article was used. Section 3 — Approval of Contracts and Transactions InvolvingPotential Conflicts of Interest: A director or officer who has or learns about a potential conflict of interest should disclose promptly to the secretary of the organization the material facts surrounding any actual or potential conflict of interest, including specific information concerning the terms of any contract or transaction with the organization. All effort should be made to disclose any such contract or transaction and have it approved by the board before the arrangement is entered into. Following receipt of information concerning a contract or transaction involving a potential conflict of interest, the board shall consider the material facts concerning the proposed contract or page of6 9
  7. 7. transaction including the process by which the decision was made to recommend entering into the arrangement on the terms proposed. The board shall approve only those contracts or transactions in which the terms are fair and reasonable to the organization and the arrangements are consistent with the best interests of the organization. Fairness includes, but is not limited to, the concepts that the organization should pay no more than fair market value for any goods or services which the organization receives and that the organization should receive fair market value consideration for any goods or services that it furnishes to others. The board shall set forth the basis for its decision with respect to approval of contracts or transactions involving conflicts of interest in the minutes of the meeting at which the decision is made, including the basis for determining that the consideration to be paid is fair to the organization. Section 4 — Validity of Actions: No contract or other transaction between the organization and one or more of its directors or officers, or between the organization and any other corporation, firm association, or other entity in which one or more of its organization or officers are directors or officers, or have a substantial financial interest, shall be either void or voidable for this reason alone or by reason alone that such director or directors or officer or officers are present at the meeting of the board of directors, or of a committee thereof, which authorizes such contract or transaction, or that his or their votes are counted for such purpose, if the material facts as contract or transaction and as to any such common directorship, officership or financial interest are disclosed in good faith or known to the board or committee, and the board or committee authorizes such contract or transaction by a vote sufficient for such purpose without counting the vote or votes of such interested director or officers. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or committee which authorizes such contract or transaction. At the time of the discussion and decision concerning the authorization of such contract or transaction, the interested director or officer should not be present at the meeting. Section 5 — Employee Conflicts of Interest: An employee or a volunteer of the organization with a potential conflict of interest in a particular matter shall promptly and fully disclose the potential conflict to his supervisor. The employee shall thereafter refrain from participating in deliberations and discussion, as well as any decisions, relating to the matter and follow the direction of the supervisor as to how the organization decisions which are the subject of the conflict will be determined. The president shall be responsible for determining the proper way for the organization to handle organization decisions which involve unresolved employee conflicts of interest. In making such determinations, the president of the board may consult with legal counsel. The president shall report to the board at least annually concerning employee conflicts of interest which have been disclosed and contracts and transactions involving employee conflicts which the president has approved. page of7 9
  8. 8. ARTICLE IX GENERAL Section 1 — Office: The office of the organization shall be at such place in the County of Saratoga, State of New York, as the board of directors may determine. Section 2 — Books and Records. There shall be kept at the office of the organization: (1) correct and complete books and records of account, (2) minutes of the proceedings of the board of directors and the executive committee, (3) a current list of the directors and officers of the organization and their residence addresses, (4) a copy of these bylaws, (5) a copy of the organization’s recognition of exemption with the Internal Revenue Service, and (6) information returns to the Internal Revenue Service. Section 3 — Seal: The corporate seal shall be a circle and shall have inscribed thereon the following: Friends of the Mohawk Towpath Scenic Byway, Inc., 2012, New York Not-For- Profit Corporation. Section 4 — Logo. The corporate logo shall be a mule drawn, waterborne canal boat on the left and mule to the right pulling toward the viewer with the sun rising in the background surrounded by an oval banner with the words, “Mohawk Towpath Byway.” Section 5 — Loans to Directors and Officers: No loans shall be made by the organization to its directors or officers, or to any other corporation, firm, association or other entity in which one or more of its directors or officers are directors or officers or hold a substantial financial interest except as allowed by law. Section 6 — Fiscal Year: The fiscal year of the organization shall commence January 1st in each calendar year and end on December 31st. ARTICLE X DISSOLUTION Section 1 — Dissolution: The organization may be dissolved upon a vote of 2/3 of the board of directors and otherwise in accordance with the procedures set forth in Article 10 of the Not-For- Profit Corporation Law. Section 2 — Distribution of Assets: In accordance with the Not-For-Profit Corporation Law, if there remain any assets of the organization after it has paid or adequately provided for the payment of its liabilities, the remaining assets shall be distributed to the Mohawk Valley Heritage Corridor Commission to be used for the benefit of trail projects or trail maintenance along the Mohawk Towpath Scenic Byway Corridor or such other organization or organizations engaged in activities substantially similar to those of the organization, as permitted by court order. page of8 9
  9. 9. ARTICLE XI AMENDMENTS Section 1 — Amendments: Any member in good standing may propose an amendment to these bylaws at any regular quarterly meeting of the board of directors. The proposed amendment must be presented in writing at one meeting and then voted on at the next regular meeting. The bylaws of the organization may be amended or repealed by a 2/3 vote of the board of directors. page of9 9