|
Advanced
Search
 Home
Vision
Bylaws
History
Outdoor
School
Newsletter
Programs
People
Maps
Membership
Photos
Links
|
Fair Hill Environmental Foundation, Inc.
Bylaws
1.0 NAME AND
LOCATION
1.1 Name.
The name of this organization is: FAIR HILL
ENVIRONMENTAL FOUNDATION, INC.
1.2 Location: The
Foundation shall maintain its office at Fair Hill Nature
Center, 630 Tawes Drive, Elkton, Maryland 21921.
2.0 STATED
PURPOSE
2.1 The
Foundation is a private non-profit natural history and
environmental learning center serving students and adults
from the tri-state area of Northeastern Maryland,
Southeastern Pennsylvania and Northern Delaware. Our aim is
to promote responsible stewardship through an appreciation and understanding
of our environment.
2.2 As
part of the duties and responsibilities of the Foundation, the
Board
of Directors will provide resources and oversight to The
Fair Hill Nature Center.
2.3 The
Foundation shall be organized and operated at all times so as
to
qualify as a tax exempt organization under section
501(C)(3) of the United States Internal Revenue Code.
3.0 MEMBERSHIP
3.1
Eligibility: Any person, association, corporation,
partnership or estate having an interest in the
objectives of the organization shall be eligible for
membership. Applications for membership shall be in
writing, on forms provided for that purpose, and signed
by the applicant. Election of members shall be by
the Board of Directors at any meeting thereof. Any
applicant so elected shall become a member upon payment
of appropriate dues and membership fees.
3.2 Division of
Members. The Foundation shall have five (5)
categories of membership as follows:
3.2-A Individual. Available
to anyone who submits a completed application form to
the Foundation along with payment of one year's
general dues as established by the Board of Directors.
3.2-B Seniors. Available
to anyone 60 years of age or over who submits a completed
application form to the Foundation along with payment
of one year's dues at a reduced rate as established by
the Board of Directors.
3.2-C Students. Available to any
full-time student eligible for an individual
membership. This membership typically represents
a reduced rate for dues.
3.2-D Family. Available to any
household comprised of adults and their children
residing at the same address who submits a completed
application form to the Foundation along with payment
of one year's dues.
3.2-E Business. Available to any
incorporated business/organization who submits a
completed application form along with payment of one
year's dues which exceeds the amounts paid by
individual, senior, student and household memberships
and as established by the Board of Directors.
3.2-F Patron. Any individual who
submits a completed application form to the Foundation
along with payment of one year's dues which exceeds
the amounts paid by individual, senior, student, and
household memberships and as established by the Board
of Directors. Patron memberships are designed to
include benefits not offered to the aforementioned
categories.
3.2-G Sponsor. Any company or
organization who makes a contribution to the
Foundation in an amount so designated by the Board of
Directors and exceeding the Patron level. This
membership is entitled to all benefits provided to
Patrons.
3.2-H Benefactor. Any individual
or corporate/organization sponsor making a
contribution to the Foundation in an amount so
designated by the Board of Directors and exceeding the
Sponsor level. Benefits of this level of
membership are expected to exceed those of all other
levels.
3.3
Dues: Membership dues shall be at such rate or
rates, schedule or formula as may be from time to time
prescribed by the Board of Directors, payable in
advance.
3.4 Non-Payment of
Dues. Any member whose dues are in arrears for more
than ninety (90) days shall be automatically removed from
membership in the Foundation, unless otherwise extended
for good cause.
3.5 Late Payment
of Dues. Any member removed for non-payment of dues
will be automatically reinstated upon receipt of
same.
3.6 Termination:
Any member may resign from the Foundation upon written
request to the Board of Directors. Any member may be
removed by a two-thirds vote of the Board of Directors,
at a regularly scheduled meeting thereof, for conduct
unbecoming a member or prejudicial to the aims or repute
of the Foundation, after notice and opportunity for a
hearing are afforded the member.
3.7 Voting:
In any proceeding in which voting by members is called
for, each member in good standing shall be entitled to
cast one (1) vote. In the case of an entity, such
as a family or a business representing more than one
individual, the membership unit shall only have one (1)
vote.
3.8 Exercise of
Privileges: Any firm, association, corporation,
partnership, or estate holding membership may nominate
individuals whom the holder desires to exercise the
privileges of membership covered by its subscriptions,
and shall have the right to change its membership
nomination upon written notice.
4.0 MEETINGS
4.1 Annual
Meeting: The annual meeting of the corporation
shall be held in April of each year. The time and
place shall be fixed by the Board of Directors and notice
thereof mailed to each member at least ten (10) days
before said meeting.
4.2 Additional
Meetings: General meetings of the Foundation may be
called by the President at any time, or upon petition in
writing of any 20% of members in good standing:
4.2-A Notice
of special meetings shall be mailed to each member at least five
(5) days
prior to such meetings.
4.2-B Board meetings may be called by
the President or by the Board of Directors upon
written application of three (3) members of the
Board. Notice, including the purpose of the
meeting, shall be given to each Director at least one
(1) day prior to said meeting.
4.3-C Committee meetings may be called
at any time by the President, Chief Executive Officer,
or by the committee's chair.
5.0 BOARD OF
DIRECTORS
5.1
Composition of the Board: The Board of Directors
shall be composed of no less than seven (7) and no more
than twenty-four (24) elected members, one- third of whom
shall be elected annually to serve for three (3) years,
or until their successors are elected and
qualified. The Past President and the Chief
Executive Officer shall serve as members of the Board;
however, if they are not elected members, they shall have
no voting power.
5.2 Authority of
the Board: The government and policy-making
responsibilities of the Foundation shall be vested in the
Board of Directors, which shall control its property, be
responsible for its finances, and direct its affairs.
5.3 Selection
and Election of Directors:
5.3-A Nominating Committee.
At the regular December Board meeting, the President
shall appoint the Nominating Committee. The
committee should consist of no less than three
members. The committee may be comprised of Board
members and members at large. It shall be
chaired by a Board member.
5.3-B At the Board's January meeting,
the Nominating Committee shall present to the Board a
slate of potential candidates that shall be submitted
to the membership with the advice and consent of the
Board of Directors to serve three-year terms to
replace the directors whose regular terms are
expiring. Each candidate should be an active
member in good standing and must have agreed to accept
the responsibility of a directorship as outlined in
the Director's Manual. If the term of the
Director nominated as President Elect would expire,
prior to or during the term of presidency, that
director's term may be extended for one additional
year. Under such circumstances the membership of
the Board may be extended to include an additional
member.
5.4 Publicity of
the Nominations. Upon receipt of the slate of
candidates from the Board of Directors, the Chief
Executive Officer shall immediately notify the membership
by mail of the names of the nominees and invite the right
to petition. This notice must be sent by February
1.
5.5 Nominations by
Petition. Additional names of candidates for
directors can be nominated by petition bearing the
genuine signatures of at least ten (10) qualified members
of the Foundation. Such petition shall be filed
with the President of the Board of Directors and/or
designee no later than March 1. These names will be
forwarded to the Nominating Committee for the legality of
the petition(s). The Nominating Committee's
decision shall be final as to the legality of the
petition(s).
5.6
Determination. If no petition is filed within the
designated period, the nominations shall be closed and
the Board shall declare the nominated slate elected.
5.6-A If a legal petition shall
present additional candidates, the names and pertinent
biographical information of all candidates shall be
arranged on a ballot in alphabetical order.
Instructions will be to vote for only as many
candidates as there are prospective vacancies on the
Board. The Chief Executive Officer shall mail
this ballot to all active members at least 15 days
before April 1.
5.6-B The ballots shall be marked in
accordance with instructions printed on the ballot and
returned to the Foundation office within ten
days. The Board of Directors shall at its
regular April Board meeting declare the candidates
with the greatest number of votes elected.
5.7 Seating of New
Directors: All newly elected Board Members will be
seated at the regular May Board meeting with all rights
privileges granted at that time. They will be
considered participating members thereafter.
5.8
Orientation: Orientation may be conducted for the
following groups: new directors, officers and directors,
committee chairs, committees and new members.
5.9
Vacancies: A member of the Board of Directors who
shall be absent from three (3) regular meetings of the
Board of Directors within one fiscal year shall
automatically be dropped from membership on the Board
unless confined by illness or other absence approved by a
majority vote of those voting at any meeting
thereof. Vacancies on the Board of Directors, or
among the officers, shall be filled by the Board of
Directors by a majority vote of the full Board.
5.10 Policies and
Procedures: The Board of Directors is responsible
for establishing procedures and formulating policy of the
organization. It is also responsible for adopting
all policies of the organization. These policies
shall be maintained in a policy manual, to be reviewed
annually and revised as necessary.
5.11 Management: The
Board of Directors shall employ at their pleasure, the
Chief Executive Officer and shall fix the salaries and
duties of all employees as well as other considerations
of employment.
5.12 Indemnification: The
Foundation may, by resolution of the Board of Directors, provide
indemnification
by the Foundation of
any and all current or former officers, directors and
employees against expenses actually and necessarily
incurred by them in connection with the defense of any
action, suit, or proceeding in which they or any of them
are made parties, or a party, by reason of having been
officers, directors or employees of the Foundation;
except in relation to matters as to which such
individuals shall be adjudged in such action, suit or
proceeding to be liable for negligence or misconduct in
the performance of duty and to such matters as shall be
settled by agreement predicated on the existence of such
liability for negligence or misconduct.
6.0 CATEGORIES OF
DIRECTORS
In addition to the duly elected Board of Directors, the
Directors may nominate and appoint two additional categories
of Board members.
6.1 Honorary
Members. Honorary members are those who are
eligible through distinction in public affairs.
Honorary members shall have all the privileges of
members, except the right to vote, and shall be exempt
from attendance requirements. The Board of
Directors shall confer or revoke Honorary membership by a
majority vote.
6.2 Associate
Members. Associate Members are those who are
eligible through distinction of their position of
employment or affiliation. The list of potential
Associate Members may include, but should not be limited
to: (1) the Director of the Fair Hill Natural
Resources Management Area, (2) a designee appointed by
the Board of County Commissioners, and (3) the designee
appointed by the Superintendent of the Cecil County
Public Schools. Associate members shall be entitled
to vote on any matter before the Board and are exempt
from attendance requirements. The Board of
Directors shall confer or revoke Association Membership
by a majority vote.
7.0 OFFICERS
7.1
Determination of Officers: The Board of Directors
(new and retiring) at its April Board meeting shall
determine the new slate of officers for the coming
year. At this meeting the Board shall elect a
president, vice-president, secretary and a
treasurer. Officers will be nominated from the new
board as determined by the most recent General Election
and nominations will be taken from the board. All
elected officers shall take office as of the new program
year and will serve for a one (1) year term or until a
successor assumes the duties of the office. They
shall be voting members of the Board.
7.2 Duties
of Officers:
7.2-A President. The
President shall serve as the chief elected officer of
the Foundation and shall preside at all meetings of
the membership, Board of Directors and Executive
Committee. The President shall, with advice and
counsel of the Board determine and assign the Vice
President to divisional or departmental
responsibilities, subject to Board approval. The
President shall, with advice and consent of the Board
determine all committees, select all committee chairs
and assist in the selection of the Personnel
Committee. The President may serve no more than
two (2) consecutive one (1) year terms.
7.2-B Vice-President. There shall
be a Vice-President. The Vice-President shall be
primarily responsible for assuming the duties of the
president in his absence. In addition, the
Vice-President shall have primary responsibility in
working with the Fundraising Team and coordinating
fundraising activities. The Vice President shall
perform such duties as the president shall
direct. The Vice-President may serve no more
than two (2) consecutive one (1) year terms.
7.2-C Secretary. The Secretary
shall record the votes and keep minutes of all
meetings of the Board and of the members. The
Secretary shall keep appropriate records and shall
perform other duties as required by the Board.
7.2-D Treasurer. The Treasurer
shall be responsible for the safeguarding of all funds
received by the Foundation and for their proper
distribution. Such funds shall be kept on
deposit in financial institutions or invested in a
manner approved by the Board of Directors. Checks are
to be signed by the Treasurer and the Chief Executive Officer,
Director
of the Nature Center, or
in the absence of either or both, by any two members
of the Board.
8.0 COMMITTEES
8.1
Existence. The President, by and with the approval
of the Board of Directors, may appoint all committees
from among the full membership to carry out the purposes
of the Foundation. Committee members are not
required to be members of the Board of Directors. Committee
appointments shall be at the will and pleasure of the President and
shall serve concurrent with the term
of the appointing President, unless a different term is
approved by the Board of Directors.
8.2 Executive
Committee. The Executive Committee shall be
comprised of the President, Vice-President, Treasurer,
Secretary and Past President and delegate to it, in the
intervals between meetings of the Board, any or all of
the powers of the Board allowed to be so delegated by
law. The President shall serve as the chairperson
for the Executive Committee. In the event the
Past-President's term as a Director has expired, the
Past-President's term membership can be extended for an
additional one (1) year.
8.3 Standing
Committees. The President, by and with the approval
of the Board of Directors, may appoint from the
membership standing committees to carry out specific
limited purposes of the Foundation. A list of these
committees and the duties with which they are charged
will be kept in the permanent records of the
Foundation.
8.4 Committee
Chairs. Each Standing Committee will be chaired by
a member of the Board of Directors. The chairperson
is responsible for maintaining records of all meetings
and reporting to the full Board any and all activities of
that committee.
9.0 RECORDS
9.1
Inspection by Members. Any member may inspect the
books and records of the Foundation by giving at least
one week's notice to the Secretary. Said inspection
shall be made at a time mutually convenient to both the
member and the Secretary. No paper shall be removed
from the principal location of the records without
express written authorization from the President.
9.2 Fiscal
Year. The Foundation shall employ a Fiscal Year ending on June
30 of each year.
9.3 Annual
Audit. An annual audit of the records and books of
the Foundation shall be made within three (3) months of
the end of each Fiscal Year.
10.0 MISCELLANEOUS
10.1 Bylaw
Amendments. The Board of Directors has authority to
make any change in these Bylaws allowed by the Charter of
the Foundation. Any change to these Bylaws must be
done by specific resolution. The person proposing a
change must provide a typewritten copy of he specific
language being proposed to the Secretary at least one (1)
week prior to the meeting of the Board at which a Motion
will be made for adoption of such change. Upon
Motion and Second of any Bylaws change at any duly held
meeting, the Motion shall automatically be tabled until
the next regularly scheduled meeting of the Board, at
which time the Motion may be voted upon in accordance
with the normal procedures of the Board.
10.2 Approved Changes to
Bylaws. All approved changes to these Bylaws shall
be reduced to typewritten form, certified by the
Secretary and the President to be true and correct, and
kept at the principal office of the Foundation.
WE HEREBY CERTIFY, that the above Bylaws were approved
and adopted by the Board of Directors on the 13th of
December, 2000, and that they constitute all the Bylaws of
the Foundation in effect as of that date. |
