HUDSON RIVER ENVIRONMENTAL SOCIETY, INC.

ARTICLE I
NAME

 

 

Section 1 - Name. The name of the Corporation is THE HUDSON RIVER ENVIRONMENTAL SOCIETY, INC. (the "Corporation").

 

ARTICLE II
GENERAL

Section 1 - Principal Office. The Principal Office of the Corporation shall be designated by the President with the assent of the Board of Directors. The Corporation may establish and maintain offices at any other place or places, within or without the State of New York, as the Board of Directors may from time to time determine.

Section 2 - Books. There shall be kept at the principal or any other designated office of the Corporation Books or Records of Membership and correct books of account of the activities and transactions of the Corporation, including a minute book, which shall contain a copy of the Certificate of Incorporation, a copy of these By-Laws and all amendments thereto, and all minutes of Meetings of the Members and of the Board of Directors.

ARTICLE III
SEAL OF CORPORATION

Section 1 - Seal. The seal of the Corporation shall be circular in form bearing the name of the Corporation and the words and figures "New York - 1970".

ARTICLE IV
MEMBERSHIP AND MEETINGS OF MEMBERS

Section 1 - Membership. Membership shall be open to any individual, institution, company or corporation with interest in the environmental welfare of the Hudson River Valley. Membership shall attach upon payment of annual dues to be determined by the Board of Directors (the "Board"), and shall continue year-to-year until the Member ceases to pay annual dues. Life Membership shall continue for the Member's lifetime. Other forms of membership may be determined from time to time by the Board.

Section 2 - Annual Meeting of Members. An Annual Meeting shall be held at a time and place designated by the Board of Directors. At the Annual Meeting of Members the Board shall present the Annual Report as described in Article V Section 8 (t).

Section 3 - Special Meetings of Members. Special Meetings of Members for any purpose may be called by the President, the Board, or any two Members thereof. If petitions signed by at least 10% of the general Membership as of the date of receipt thereof are submitted to the Board, it shall convene a Special Meeting of Members within 60 days of receipt of the petition. Special Meetings of Members shall be held at a place within or without the State of New York as designated by the Board and published in the notice of such meeting.

Section 4 - Notice of Meetings. Members shall be notified of all Meetings of Members, stating the time, place, and agenda. Written notification shall be given at least ten and not more than forty days before such meeting to each Member at the member's address as it appears in the records of the Corporation.

Section 5 - Voting. Each individual Member shall be entitled to cast one vote on each item of business submitted to the membership. Institutional and Corporate Members shall be entitled to one vote per membership at Annual and Special Meetings of Members. Votes on announced agenda Items, mailed by Members and received by the beginning of the meeting, shall be counted as if cast during the proceedings.

Section 6 - Quorum and Procedures. At all meetings of members 10% of the Membership shall constitute a quorum. If, however, a quorum is not present at any Meeting of Members, the Members present shall have power to adjourn the meeting and set the agenda and time for a new meeting. Meetings of Members shall be conducted according to Robert's Rules of Order.

ARTICLE V
BOARD OF DIRECTORS

Section 1 - Number of Directors. The Board of Directors shall consist eighteen members including the officers. The number of Directors may be changed by amendment of these By-Laws to a number not less than twelve nor more than twenty one, as provided In the Certificate of Incorporation.

Section 2 - Term of Directors.

a. Elected Directors. The Directors shall be elected before the end of the fiscal year. Each Director shall be elected to hold office for a three-year term.*

(*) Although not specifically stated, terms of service of Directors are staggered, so that approximately one third conclude each fiscal year. ¹

b. Emeritus Members. To capitalize on the accumulated wisdom and experience derived from service on the Board, Members who have served for at least three terms and who would be willing to participate with less regularity, may be appointed to serve as Emeritus Members. Emeritus Members are invited to participate in every Meeting of the Board and their votes on business shall be counted as if they are elected members. Their presence would not be required and they would not be counted for the purpose of determining a quorum to conduct business.

Section 3 - Officers of Board and Corporation. The President of the Corporation shall serve also as the Chairperson of the Board of Directors, and may vote only when the Board is evenly divided on an Issue. The President shall be elected by the Board from among the Directors, and shall not serve more than three consecutive one year terms. This shall not prevent the Individual from serving non-consecutive terms. Other Officers of the Corporation shall be elected by the Board from among the Directors for one-year terms, and shall comprise the Vice President(s), a Secretary, and a Treasurer. This election shall occur at the first meeting of the Board following the annual Meeting of Members. The Board may from time to time set the number of Vice Presidents between one and three as needed.

Section 4 - Elections of Directors.
Nominations. An up-to-date list of all of the then individual Members shall be mailed to all Individual, Institutional and Corporate Members indicating which have served during the preceding year as Officers and Directors. Members may propose candidates for vacancies by marking the list and returning it to the Nominating Committee. The Directors may propose nominations of individuals directly to the Chairman of the Nominating Committee.
Balloting. The nominating Committee shall prepare a Ballot of nominees for vacancies in the Board including all names suggested by the Membership, except those removed by the Nominating Committee for reasonable cause. The Nominating Committee may add names to assure a balanced and complete ballot. The ballot shall contain at least one more candidate than the number of vacancies to provide choice. The Nominating Committee shall submit a proposed ballot slate for discussion and amendment at the meeting prior to the Annual Meeting or via e-mail as appropriate. The Nominating Committee shall obtain assurance from each candidate of willingness to serve if elected and that each is currently or will become an individual Member.

Timing. The nominating and balloting processes shall occur at such time in the spring as to allow a minimum of four weeks for members to propose possible candidates and four weeks for members to vote. The process will be completed at the Annual Meeting. The new slate of directors must be in place at the beginning of the next fiscal year.

Voting. The Board shall adopt an election process that accurately provides for the distribution of ballots to the entire membership and the counting all ballots timely received. Balloting shall be completed by the day of the Annual Meeting of Members. Members shall return their ballots or bring them to the Annual Meeting. The Nominating Committee or its designate shall count all ballots timely received and announce the results before the end of the Annual Meeting of Members.

Section 5 - Vacancies. In case of any vacancy in the Board of Directors for any cause, the remaining Directors may fill such vacancy at any regular meeting or special meeting called for that purpose of the Board. Such successor shall hold office for the unexpired term of the former Director.

Section 6. - Removal. The Board shall have the right to remove any officer or Director because of excessive absences or other cause. If a member is absent from three consecutive scheduled and announced meetings of the Board, the Board at this third meeting shall discuss the Director’s chronic absences and decide, by a two-thirds majority, whether to immediately request a Letter of Resignation.

Section 7. - Duties and Powers.
Management of Affairs. The entire direction and management of the affairs of the Corporation shall be vested in its Board of Directors, who shall have complete discretion to determine all expenditures, disbursements or distributions to be made in carrying out the purposes of the Corporation.

Moneys. Without in any way limiting the generality of the foregoing, the Board shall have the power in fulfillment of the corporate purposes of the Corporation to acquire money and property of every kind, nature and description by gift, devise or otherwise, and to borrow money on such terms and conditions as may be approved by the Board, and in connection therewith to issue notes, bonds, certificates or other obligations or evidences of indebtedness of the Corporation.

Investments. Subject to the provisions of the Corporation's Certificate of Incorporation, the Board shall have the power to invest and reinvest in such securities and property as they in their sole and uncontrolled discretion may deem to be for the best interests of the Corporation, without any limitation or restriction whatsoever to so-called trust or chancery investments.
Review of Books. An audit of the Books of the Corporation and all fiscal records shall be conducted annually by a procedure approved by the Board.

Staff. Subject to the provisions of the Corporation's Certificate of Incorporation, the Board shall have the right to engage employees to assist it in the performance of its duties and to pay compensation for services rendered.

Executive Director. An Executive Director may be designated to be responsible for the day-to-day operation of the Corporation, including assisting any Committees of the Board and representing the Corporation at various functions. The Executive Director shall have such powers and carry out such functions when, as, and if authorized by the Board.

Powers of the Board. All the corporate powers, except as otherwise provided in these By-laws, in the Corporation's Certificate of Incorporation, or in the laws of the State of New York, shall be and are hereby vested in and shall be exercised by the Board of Directors. The Board may by general resolution delegate to Committees of the Board or to Officers such powers as they may see fit.

Section 8. - Meetings.
Regular Meetings. The Board shall hold no less than four regular meetings throughout the calendar year for the transaction of business of the Corporation. All meetings shall be open to all Members.

Special Meetings. A special meeting of the Board may be called by the President, the Board, or by any two Directors.

Notice. Notice of the place, day, and hour of any meeting of the Board shall be given to each Director at least one (1) week previous to such meeting, by delivering it personally or by mailing such notice addressed to the Director's address as it appears in the records of the Corporation.

Place of Meetings. The Board may hold meetings at such place or places within or without the State of New York as the Board or the President may from time to time determine.

Quorum and Procedures. One third of the Directors in office shall constitute a quorum for the transaction of business, but less than a quorum may adjourn any meeting. Meetings shall be conducted according to Robert's Rules of Order. Emeritus Members shall not be counted in determining whether a quorum is present.

Electronic voting. If the Executive Committee determines that the entire Board should be heard on an issue, which requires a decision before the next meeting of the Board, the Executive Committee may utilize e-mail to determine a recommended decision from all Directors. All pertinent information, provided at least two full days before votes are due, shall be sent to all Directors by the Executive committee and coordinated by the Secretary. Directors shall reply upon receipt and the Secretary shall attempt to contact by telephone those Directors not acknowledging receipt of message. The Executive Committee shall decide the issue in conformity with one more than a simple majority of Directors. If the specified number of Directors do not respond by the deadline, the Executive Committee may, at its discretion, make a determination.

Annual Report. The Board, pursuant to Section 46 of the Membership Corporation Law, shall present at the Annual Meeting of Members and file with the minutes thereof a report, verified by the President and Treasurer, or by a majority of the Directors, showing:

• The whole amount of any real and personal property owned by the Corporation where located, and where and how invested, if any.
• The amount and nature of any property acquired during the year preceding the date of the report and the manner of the acquisition, if any.
• The amount applied, appropriated or expended during the year preceding such date and the purposes, objects, or persons to or for which such applications, appropriations or expenditures have been made.
• Any other Items which the Board deems appropriate to bring to the attention of the Members.
  

ARTICLE VI
DUTIES OF OFFICERS

Section 1 - President. The President, except where otherwise directed by the Board, shall be the Chief Executive Officer of the Corporation. The President shall preside at all Meetings of Members and at all meetings of the Board. The President shall be responsible for the general management of the affairs of the Corporation, and shall have power to enforce all orders and resolutions passed by the Members or Directors, and to execute bonds, mortgages, and other contracts requiring a seal, under the seal of the Corporation, when, as, and if authorized by the Board. Subject to the approval of the Board, the President shall affix the seal of the Corporation to any instrument requiring it when authorized by the Board. The President shall perform all the duties incidental to the office and such other duties as may from time to time be approved by the Board.

Section 2 - Vice President(s). The Vice President (First Vice President if more than one), during the absence, incapacity or disability of the President, shall exercise all the functions of the President and, when so acting, shall have all the powers of and be subject to all the duties of and restrictions upon the President. The Vice President shall also have such other powers and discharge such duties as may be assigned from time to time by the President or the Board. The duties of any additional Vice Presidents shall be defined by the Board.

Section 3 - Treasurer. The Treasurer shall have the care and custody of the funds and securities of the Corporation and shall deposit these in the name of the Corporation in such bank or trust company as the Board may select. The Treasurer or Executive Director shall sign all checks, drafts, notes, and orders for the payment of money and shall payout and dispose of them when, as and if authorized by the Board. The Treasurer shall keep full and accurate accounts of receipts and disbursements in the books of the Corporation. The Treasurer shall provide a complete accounting of all transactions and of financial condition of the Corporation when requested by the President.

Section 4 - Secretary. The secretary shall sign all negotiable instruments when, as and if authorized by the Board of Directors. The Secretary shall attend to all correspondence as may be assigned, keep minutes of meetings of the Board and Meetings of Members, give and serve all notices on behalf of the Corporation, have charge of such books, records, and papers as the Board may direct, and perform all other duties incidental to the office.

ARTICLE VII
COMMITTEES OF THE BOARD OF DIRECTORS

Section 1 - Formation and Appointment. By resolution of the Board, Committees shall be vested with the immediate supervision of particular activities of the Corporation. Each Committee shall have such powers and duties as shall be prescribed by the Board. Membership on Committees shall be by appointment of the President upon consultation with the Board. Committee assignments shall be made at the first meeting of the Board following the annual Meeting of Members. At the next regular meeting of the Board all committees shall provide plans and recommendations for action during the coming year. Standing committees shall remain in continuing existence although membership may change from time to time.

Section 2 - Standing Committees.
Executive Committee. The Executive Committee shall conduct the affairs of the Society between meetings of the Board. The Executive Committee shall comprise the President, (First) Vice President(s), Secretary, and Treasurer, plus one other Director appointed by the President with the concurrence of the majority of the Board. The Executive Committee shall be responsible for annually reviewing the performance of any staff, including the Executive Director, and taking any action deemed necessary with respect to staff.

Nominating Committee. The Nominating Committee shall be responsible for conducting elections of the President and the Board of Directors according to procedures outlined in Article V Section 4. The Nominating Committee shall comprise two Directors, one of whom shall be designated by the President as the Nominating Chairperson, and at least one Member who is not a Director.

Membership and Marketing Committee. The Membership & Marketing Committee shall be responsible for recruiting new members and for assuring currency and accuracy of the official list of members, including their current addresses and the date when Membership began. It shall also manage the marketing and publicizing of the Corporation. The Membership Committee shall comprise at least three Directors, one of whom shall be designated by the President as the Membership Chairperson, plus at least one Member who is not a Director.
Program Committee. The Program Committee shall be responsible for planning, designing, and executing the various conferences, symposia, workshops, and other public and special programs of the Corporation. The Program Committee shall comprise at least five Directors, one of whom shall be designated by the President as the Program Chairperson, plus at least one Member who is not a Director. The Program Committee may delegate responsibility for individual programs and functions as it deems appropriate.

Publications Committee. The Publications Committee shall be responsible for planning, executing and publishing all HRES publications including the newsletter Currents. The Publications Committee shall comprise at least two Directors, one of whom shall be designated by the President as the Publications Chairperson, plus at least one Member who is not a Director. The Publications Committee may delegate responsibility for Individual publications to others as appropriate.

Awards Committee. The Awards Committee shall be responsible for preparing for consideration by the Board a list of persons worthy of recognition by the Corporation for their significant deeds or accomplishments. The Awards Committee shall arrange for presentation of awards to persons approved by the Board. The Awards Committee shall comprise at least two Directors, one of whom shall be designated by the President as the Awards Chairperson, plus at least one Member who is not a Director.

Section 3 - Ad Hoc Committees. From time to time as need arises the President may appoint Ad Hoc committees comprising Directors and/or Members who are not Directors to carry out certain assigned functions. Such committees shall be accountable to the Board of Directors through the President. Ad hoc committees shall dissolve automatically upon completion of their assigned function or at the end of the annual Meeting of Members, whichever occurs sooner, and may be reconstituted by the new Board.

ARTICLE VIII
CONTRACTS, CHECKS, NOTES, BANK ACCOUNTS, ETC.

Section 1 - Signatures. All contracts of the Corporation and all checks and drafts and other orders for the payment of money out of the funds of the Corporation and all promissory notes and other evidences of indebtedness of the Corporation shall be signed on behalf of the Corporation by such Officer or Officers, agent or agents and such manner, as shall from time to time be determined by resolution of the Board of Directors.

Section 2 - Bank Accounts. All funds of the Corporation not otherwise employed shall be deposited to the credit of the Corporation in general or special accounts in such banks, trust companies or other depositories as the Board may from time to time select, or as may be selected from time to time by an officer or officers, agent or agents of the Corporation, to whom such power may from time to time be delegated by the Board. For the purpose of such deposit, not only the Treasurer, but also such .Officer or Officers, agent or agents to whom such power may be delegated by the Board may endorse, assign and deliver any checks, drafts or other orders for the payment of money which are payable to the order of the Corporation.

Section 3 - Securities and Valuable Papers. All securities, valuable papers and documents of the Corporation shall be deposited with or placed in the custody of such depository or depositories as the Board may from time to time select, or as may be selected from time to time by any officer or officers, agent or agents, of the Corporation, to whom such power may be delegated by the Board.

ARTICLE IX
NEWSLETTER

Section 1. - Newsletter. The Corporation shall regularly publish and mail a newsletter to the Membership which shall keep Members informed on activities of the Corporation and such other events and topics as the Editor deems of interest. The newsletter shall be named Currents, but this may be changed by action of the Board without invalidating these By-Laws

ARTICLE X
AMENDMENTS

Section 1 - By the Board. The Board shall have the power to make, amend and repeal the By-Laws of the Corporation by the vote of the majority of all the Directors voting at a regular meeting of the Board, subject to the approval of a majority of all the Members voting, either In person at any regular or special meeting of Members or by mail received on or before the date of the regular or special meeting.

Section 2 - By the Members. The Members also shall have the power to make, amend, and repeal the By-Laws of the Corporation by the vote of the majority of all the Members voting, either In person at any regular or special Meeting of the Members or by mail- received on or before the date of the regular or special Meeting of Members.

Scanned from original on 5/16/03

Revised by Board vote 3/10/04

Revised by Board and Ratified by Membership Vote 9/27/06

Edited for typographic errors 9/30/06

Election Asterisk (Page 2) added 7/16/08

* Although not specifically stated, terms of service of Directors are staggered, so that approximately one third conclude each fiscal year.