SRK GREENWAY BY-LAWS, REVISED January 2006
THE SUNAPEE-RAGGED-KEARSARGE GREENWAY COALITION
ARTICLE I. NAME
The name of this association shall be the Sunapee-Ragged-Kearsarge Greenway Coalition, hereinafter referred to as the Greenway Coalition.
ARTICLE II. PURPOSES
The purposes of the Greenway Coalition are to establish and promote the conservation, ecological, educational and recreational objectives in the towns making up the Sunapee-Ragged-Kearsarge region of New Hampshire through, but not limited to:
1. Identifying and conserving areas and sites of ecological or historical significance or having aesthetic qualities,
2. Establishing and maintaining trail corridors in and between Greenway Coalition towns, for public enjoyment, and,
3. Co-operating with existing organizations to further the purposes of the Greenway Coalition.
ARTICLE III. MEMBERSHIP
1: Membership is open to all persons having an interest in the purposes of the Greenway Coalition.
2: The members may, upon recommendation of the Board of Directors and by majority vote, establish classes of membership and fix dues for each class of membership.
3: A person shall become a voting member by paying the applicable dues.
ARTICLE IV. MEMBERSHIP MEETINGS
1: The Annual Meeting of the membership shall be held during March each year, on a date and at a time and place, within the Sunapee-Ragged-Kearsarge region, designated by the Board of Directors.
2: Special meetings of the membership may be called by the Board of Directors at any time.
3: Notice of the Annual Meeting shall be mailed to members at least 20 days prior to the designated meeting date; notice of special meetings shall be mailed to members at least 10 days prior to the designated meeting date.
4: All items requiring a vote of the membership shall be carried by a majority vote of those present.
ARTICLE V. BOARD OF DIRECTORS
1: The management of the affairs of the Greenway Coalition shall be vested in a Board of Directors.
2: The Board of Directors shall be comprised of two Town Directors from each Greenway Coalition town and no more than three (3) Directors-at-Large.
3: Three additional Directors shall be ex officio, non-voting representatives from the Coalition’s founding organizations: Ausbon Sargent Land Preservation Trust, The Society for the Protection of New Hampshire Forests and Lake Sunapee Protective Association. Each year an invitation to the Coalition’s annual meeting shall be mailed to the chief executive of these organizations, noting their ex officio relationship to the Coalition.
4: Any Town Director in good standing may continue in office without limit.
5: Directors at Large shall be elected by the Board of Directors for three-year terms. Directors-at-Large must be members of the Greenway Coalition. Directors-at-Large shall have all the rights and privileges of Town Directors, except for their limited term of office and with reference to quorum counts and requests for “Town Votes,” as specified in Article VIII.
6: Town Directors may be selected by three methods:
a. The preferred method: Members in a Greenway Coalition town shall meet on a designated day in the Fall (September through November) to select Director(s) as needed.
b. Alternatively, a Town Director may provide notice of vacancy to the Coalition members in that town and subsequently nominate a successor Director from that town for approval by the Board of Directors
c. The Board of Directors may identify and elect successor Directors from a Coalition town. The Board shall consult with Greenway members of the town, with the town’s Conservation Commission, and others. Notices of vacancy and of election shall be made to the Coalition members in that town.
7: A Director shall be considered to be in good standing by attending at least one-half of the Board of Directors meetings during a calendar year. Failure to meet the attendance standard may result in removal from the Board of Directors. Following written notification of warning from the Chairperson to a Director found by the Board to be not in good standing, a Director may be removed by a two-thirds vote of those present at a regular meeting of the Board of Directors. Advance notice of a vote on removal of a Director shall appear in the meeting agenda sent to the Board of Directors.
ARTICLE VI. DUTIES OF THE BOARD OF DIRECTORS
1: It shall be the duty of the Board of Directors to promote and advance the purposes for which the Greenway Coalition is established and to carry out the policies in furtherance thereof as from time to time may be approved by the members. In the discharge of its duties, the Board of Directors shall exercise all of the powers of the corporation except as such powers may be exercised by the members in meeting. The Board of Directors may engage and fix the compensation of employees and such assistants, attorneys, and consultants as, in the judgment of the Board of Directors, the interests of the Greenway Coalition require.
2: No member of the Board of Directors shall be compensated in any way.
ARTICLE VII. POWERS AND LIMITATIONS
1: Insofar as they are consistent with the above purposes, the Board of Directors shall have the powers to:
a. Make contracts of any kind, and
b. Do any acts necessary and proper, including the exercise of all general powers conferred by the laws of the State of New Hampshire as they may be now or as hereafter amended.
2: All gifts and bequests to and net earnings and assets of the Greenway Coalition shall be used only to further the purposes and for the benefit of the Greenway Coalition.
3: The Greenway Coalition shall not participate nor intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Nor shall the Greenway Coalition attempt to influence legislation, unless such legislation shall directly aim to encourage the purposes of the Greenway or, conversely, directly threaten those purposes and the integrity and continuity of the Greenway trail lands. The Greenway Coalition, in instances where its purposes are engaged, may advocate policies and practices consistent with those purposes but shall not do so in any way endorsing or opposing a candidate for public office.
4: The Greenway Coalition shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986 or corresponding section of any future tax code or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code of 1986, or corresponding section of any future federal tax code.
ARTICLE VIII. MEETINGS OF THE BOARD OF DIRECTORS
1: The Board of Directors shall meet at least quarterly and as often as may be required.
2: Meetings shall be called for a time and place, within the Sunapee-Ragged-Kearsarge region, designated by the Chairperson.
3: Upon written request of any three Directors, a meeting shall be called by the Secretary and held at a time and place within the Sunapee-Ragged-Kearsarge region, as designated in the request.
4: Notice of a Board meeting shall normally be sent to each Director by the Secretary at least seven days prior to the designated meeting date.
5: The presence of Directors from at least six towns shall constitute a quorum. Directors-at-Large shall not be considered in a quorum count.
6: To carry a motion by the Board requires a quorum and a simple majority of Directors present.
7: Any Town Director may request a “Town Vote,” meaning a vote of the Board for which each Town has a single vote regardless of whether one or both Town Directors are present. No Director-At-Large shall vote when a “Town Vote” is requested.
8: Any member of the Greenway Coalition may attend any Directors meeting. Any member may be allowed to speak at the discretion of the Chairperson. Notification of Director’s meetings to the general membership shall be as determined by the Directors.
ARTICLE IX. OFFICERS
1: The officers of the Greenway Coalition shall be: Chairperson, Vice-Chairperson, Secretary, and Treasurer.
2: The officers shall be elected by the Board of Directors at a Directors meeting at least 30 days prior to the Greenway Coalition annual meeting, their terms of office commencing immediately.
3: The Chairperson and Vice-Chairperson shall be Directors. The Treasurer and Secretary may or may not be Directors; if not, the Treasurer and Secretary shall be non-voting ex-officio members of the Board of Directors.
4: The term of office shall be for one year.
5: No person shall be elected Chairperson or Vice Chairperson for more than three consecutive years.
6: An unexpired term in the offices of Vice Chairperson, Secretary or Treasurer shall be filled by the Board of Directors within 30 days.
ARTICLE X. DUTIES OF OFFICERS
1: The Chairperson shall preside at all meetings of the Greenway Coalition, perform such other duties as shall be required by the membership and by the Board of Directors, and may serve as a member ex officio of any committee.
2: The Vice Chairperson shall serve as Chairperson in his/her absence or in the event of a vacancy and perform the duties of Chairperson as required by the by-laws.
3: The Secretary shall:
a. Prepare accurate and up-to-date records of all actions of the Board of Directors and of all meetings;
b. Keep all records of the Greenway Coalition, except those pertaining to the office of Treasurer;
c. Perform such other duties as required by the Chairperson or the Board of Directors.
4: The Treasurer shall:
a. Receive all monies for the Greenway Coalition and shall deposit them in depositories approved by the Board of Directors;
b. Disburse the funds of the Greenway Coalition in accordance with the instructions of the board of Directors;
c. Present an up-to-date account of the financial status of the Greenway Coalition at each meeting of the Board of Directors, at the Annual Meeting, and otherwise as the Board may require.
d. Submit all financial records and books for audit, which shall be required annually.
The Treasurer may be bonded, at the discretion of the Board of Directors, in such principal sum and with such sureties as they shall direct.
ARTICLE XI. FISCAL YEAR
The fiscal year of the Greenway Coalition shall be fixed and, if necessary or appropriate, changed from time to time by the Board of Directors.
ARTICLE XII. DISCLOSURE OF CONFLICT OF INTEREST
Any duality of interest or possible conflict of interest of a Board member or the family of a Board member shall be disclosed to other members of the Board and shall be entered into the minutes of the Greenway Coalition when said interest involves, on behalf of the Greenway Coalition, a financial transaction and/or any transaction associated with the purposes of the Greenway Coalition (as stated in Article II) and such member shall not participate in any decision relating to the subject of that disclosure. (Per RSA 7:19-a & RSA 292:6-a)
ARTICLE XIII. COMMITTEES
1: Standing Committees: Members may, upon recommendation of the Board of directors, establish and fix the duties of such standing committees as deemed requisite for achieving the purposes of the Greenway Coalition. Core standing committees shall include: membership, trails, newsletter, website, landowner relations, and archives.
2: Special Committees may be established by the Board of Directors as the need arises.
3: Membership on all committees shall be by appointment of the Board of Directors.
ARTICLE XIV. DISSOLUTION
Upon termination and liquidation of the Greenway Coalition, any assets remaining after payment of all obligations shall be given only to one or more of the following, as previously determined by majority vote of the members:
a. Towns whose commissions or boards have contributed to the Greenway Coalition
b. Ausbon Sargent Land Preservation Trust
c. The Society for the Protection of New Hampshire Forests
d. Lake Sunapee Protective Association
e. The Nature Conservancy, New Hampshire Chapter.
ARTICLE XV. AMENDMENTS
1: These By-Laws may be amended by a two-thirds vote of the Towns represented on the Board of Directors and then approved by a majority of general members of the Coalition present and voting at the next regular Annual Meeting, or at a Special Meeting duly called for that purpose. (Per RSA 292:6)
2: The text of any such proposed by-law amendment shall be inserted in or accompany the notice of the Board of Directors meeting at which the amendment is considered.
[NB: original by-law text reads: XV. Para 1:“These by-laws may be amended by a two-thirds vote of the Towns represented on the Board of Directors.”]
ARTICLE XVI. NOTICE
Whenever under these By-Laws written notice is required to be given, such notice shall be deemed given when deposited in the United States mails addressed to the member at the address recorded in the books of the Greenway Coalition.
ARTICLE XVII. PARLIAMENTARY AUTHORITY
The rules contained in Riddick’s Rules of Procedure shall be the parliamentary authority in all cases not covered by these by-laws. (see Floyd Riddick and Marion Butcher, A Modern Guide to Faster and More Efficient Meetings, 1985 (paperback, print on demand).
Adopted March 21, 1993.
“Please see Office of the NH Attorney General Charitable Trust Unit’s Guidebook for NH Charitable Non-Profit Organizations (2005) or subsequent editions at www.doj.nh.gov/charitable. New Hampshire Statutes are available at www.gencourt.state.nh.us.”
Re-ordering of Articles: Adopted January 2006: Articles revised and re-numbered.
NEW Article I formerly Article I NAME
Article II formerly Article II PURPOSES
Article III formerly Article III MEMBERSHIP
Article IV formerly Article IV MEMBERSHIP MEETINGS
Article V formerly Article VI BOARD OF DIRECTORS
Article VI formerly Article VII DUTIES OF THE BOARD OF D..
Article VII formerly Article V POWERS & LIMITATIONS
Article VIII formerly Article VIII MEETINGS OF THE BOARD
Article IX formerly Article IX OFFICERS
Article X formerly Article XI DUTIES OF OFFICERS
Article XI formerly Article XIV FISCAL YEAR
Article XII formerly Article X DISCLOSURE OF CONFLICT …
Article XIII formerly Article XII COMMITTEES
Article XIV formerly Article XIII DISSOLUTION
Article XV formerly Article XV AMENDMENTS
Article XVI formerly Article XVI NOTICE
Article XVII formerly Article XVII PARLIAMENTARY AUTHORITY