AMENDED AND RESTATED BY-LAWS
approved at the May 2, 2006 Board Meeting (changes are in blue)
ARTICLE I - Mission Statement
The South River Federation, Inc. (SRF) is an umbrella organization whose members include individuals and civic and community associations dedicated to restoring, protecting, and preserving the South River Watershed. The objective of the SRF is to assist its constituency to:
1) Protect, preserve, restore, and enhance the water quality and natural resources in the South River Watershed;
2) Provide education and outreach programs that promote environmental awareness;
3) Limit encroachment of development which threatens the environmental and aesthetic quality of life in the area;
4) Promote legislation, regulations, and programs that further restoration and preservation objectives; and,
5) Obtain and secure enforcement of all applicable laws and regulations.
ARTICLE II – Policies
Section 1. The programs of the SRF shall be of common interest and shall be developed through conference, committees, and projects.
Section 2. The SRF shall be non-commercial, non-profit, non-sectarian, and non-political. No commercial enterprise and no political candidate shall be endorsed by it. Neither will the name of the SRF nor the names of its Officers, in their official capacities, be used in any connection with a commercial concern or with any political interest. Provided, however, the SRF and/or its Officers, in the name of the SRF, may support or oppose legislative action by Federal, State, County, or Local government when such action is in the interest and betterment of the South River watershed and/or its tributaries. Provided further, the SRF and/or its Officers, in the name of the SRF, may initiate or participate in any litigation necessary and appropriate to further its policies.
Section 3. The SRF may cooperate with other organizations, agencies, programs, and/or litigation to promote common interests.
ARTICLE III - Membership and Dues
Section 1. Any community or citizens' association located within the South River Watershed, which is interested in and willing to uphold the policies of the SRF, is eligible for an association membership in the SRF. Such community or citizens' association, upon being accepted into membership, shall appoint and certify to the SRF one (1) delegate and at least one (1) alternate. Each official association representative shall have one (1) vote on any proposal or motion before the SRF and may hold any elected office.
Section 2. Any person interested in and willing to uphold the policies of the SRF, is eligible for associate membership in the SRF. Applicants need only certify that they have read, understand, and will support the policies of the SRF as outlined in these By-Laws. Each associate member shall have one (1) vote on any proposal or motion before the SRF and may hold any elected office.
Section 3. Dues of association membership and of associate members shall be such as determined by the South River Federation Board.
ARTICLE IV - Officers, Directors, and Elections
Section 1. The Officers of the SRF shall consist of President, Vice-President, Secretary, and Treasurer. The Officers shall be nominated by a nominating committees consisting of three (3) members of the Board of Directors, appointed by the President (the Nominating Committee); and shall be elected by a majority of members of the Board of Directors present at a validly called meeting at which a quorum is present (“valid meeting”). The four (4) Officers shall also be members of the Board of Directors.
Section 2.A. In addition to the Officers, five (5) to fifteen (15) additional members may be appointed to the Board of Directors.
2.B. Upon determination, from time to time, of need for additional Board members, the Board of Directors may be expanded by a majority vote of the Board at a valid meeting.
Section 3. The term of office for the Directors shall be three (3) years, providing they continue as members in good standing for that period of time. The term of membership for any individual on the Board of Directors may be extended for two (2) additional three (3) year terms, after which said person(s) shall not be eligible to become a member of the Board of Directors for a period of one(1) year.
Section 4.A. Annually, nominations of Directors shall be made by the Nominating Committee. The slate of Directors will be submitted to and approved by a majority of the Board of Directors at a valid meeting (the Board’s Slate”).
4.B. The Board’s Slate shall be subject to approval by a majority vote of the SRF membership present, provided that written notice, or notice on the SRF website, of the Board’s Slate is provided at least one month prior to the annual meeting of the membership. If the Board’s Slate is not approved by the membership, the Board must offer a different slate to the membership within two months.
Section 5 In the event a vacancy occurs on the Board of Directors, prior to any annual meeting of the membership. The vacancy, or vacancies, may be filled for the remainder of the term, following nomination by the Nominating Committee, and approval by a majority of the Board of Directors at a valid meeting
Section 6. An Officer or Director may be removed for cause by a majority vote of members of the Board at any valid regular meeting or special meeting called for that purpose. As used herein “cause” shall mean failure to attend three (3) consecutive Board meetings; dereliction of duty; conflict of interest, or other acts deemed detrimental to the SRF..
ARTICLE V - Duties of Officers and Directors
Section 1. The President shall preside at all meetings of the SRF, serve as ex-officio member of all committees, appoint all committee chairpersons, shall perform all other duties usually pertaining to the office, and be responsible for carrying out the policies of the Board of Directors
Section 2. The Vice-President shall act as principal aide to the President, and shall perform the duties of the President in his/her absence.
Section 3. The Secretary shall ensure that an accurate record of all meetings of the SRF is kept, and shall perform such other duties as may be delegated or required by the SRF.
Section 4. The Treasurer shall ensure that an accurate record of all receipts and expenditures is kept and that the financial records are maintained and reasonable controls over disbursement are maintained in order to insure accountability and stewardship of SRF funds. The Treasurer shall insure that monthly reports are submitted to the Board, and that annual audits or financial reviews are conducted
.
Section 5. The Board of Directors will formulate all SRF policy and position on matters of interest to the SRF. Significant issues shall be presented to the SRF membership for their consideration.
ARTICLE VI –Employees
Section 1. The Board of Directors may hire an Executive Director, Riverkeeper, Program Coordinator, or other employees. Said employees’ duties and obligations shall be determined and established by the Board of Directors in its sole discretion. Said employees shall serve at the discretion of the Board of Directors. The Board of Directors shall establish the terms and conditions of employment, including salaries, working hours and other matters relating thereto.
ARTICLE VII – Meetings
Section 1. Regular meetings of the SRF shall be held quarterly unless otherwise decided upon by the membership. The fall meeting in even-numbered years shall be the election meeting for the Officers. One-third of the Directors. shall be elected at the fall meeting each year.
Section 2. Special meetings of the SRF may be called by the President, or when deemed necessary by a majority of the Board of Directors, upon five (5 days advance notice, in writing or by on the SRF website, being given to all members.
Section 3. The privilege of serving on committees, or participating in discussions, debates, or other meeting business shall be limited to members in good standing.
Section4. A count of ten (10) SRF members in good standing shall constitute a quorum for conduct of business at regular or special meetings.
Section 5. The Board of Directors will meet on call of the President, or in the absence of or refusal of the President, upon three (3) days advance written notice signed by at least 5 members of the Board of Directors. A quorum shall consist of a majority of the Board of Directors for all meetings.
ARTICLE VIII – Committees
Section 1. Standing committees of the SRF shall consist of:
Membership/Volunteer; Fundraising; Nominating and Staff Management. Chairs of these committees shall be appointed by the President.
Section 2. Committee chairs shall present plans of work to the Board of Directors for approval by a majority of the Directors present prior to the execution of such work. Committee chairs will report on the activities of their committees at each regular meeting.
Section 3. Other committees may be created for specific purposes by the President at any time.
ARTICLE IX - Amendments to the By-Laws
Section 1. These By-Laws may be amended at any regular or special meeting of the SRF membership by two-thirds (2/3) vote of the members present, provided that notice of the amendment has been submitted in writing, or on the SRF website, to each member at least one (1) month prior to such meeting.
ARTICLE X - Parliamentary Authority
Section 1. All proceedings of the SRF, unless otherwise specified herein, will be conducted according to "Robert's Rules of Order".
HNL070904
Approved at South River Federation Board Meeting, May 2, 2006
