Bylaws

BYLAWS OF OATKA CREEK WATERSHED COMMITTEE, INC.

ARTICLE I – THE CORPORATION

Section 1. Name.

The name of the Corporation shall be: OATKA CREEK WATERSHED COMMITTEE INC. (the “Corporation”).

Section 2. Offices

The principal office of the Corporation shall be in the Town of Le Roy, County of Genesee, State of New York. The Corporation may also have offices at such other places within the State of New York as the Board of Directors may from time to time determine or the business of the Corporation may require.

Section 3, Purposes.

The purposes of the Corporation shall be as set forth in its Certificate of Incorporation, as amended from time to time.

ARTICLE II – MEMBERSHIP

The Corporation shall have no members. All corporate powers, rights and duties shall vest in a self-perpetuating Board of Directors.

ARTICLE III – BOARD OF DIRECTORS

Section 1. Authority

All the affairs, property, business and policies of the Corporation shall be under the charge, control and direction of the Board of Directors.

Section 2. Number of Directors

The Board of Directors shall be consist of not less than three (3) nor more than thirty-one (31) directors. The exact number of directors within that range shall be determined by the Board of Directors, provided that no reduction in the number of directors shall shorten or end the term of any director then in office.

Section 3. Election and Term of Directors

(a) The initial directors shall be the persons named in the Certificate of Incorporation, who shall serve until the organizational meeting of the Corporation. At the organizational meeting, the initial directors shall nominate and elect additional directors as desired by them. All such directors shall serve until the first annual meeting of the Corporation. Thereafter, directors shall be nominated by the existing directors and elected at the annual meeting of the Corporation.
(b) At the first annual meeting of the Corporation, the directors shall be divided by the Board into three (3) classes of approximately equal size: one class shall be elected to serve a term of one (1) year; a second class shall be elected to serve a term of two (2) years; and a third class shall be elected to serve a term of three (3) years. Thereafter, directors shall be elected to fill such classes at the annual meeting of the Corporation on a rotating basis.

(c) All directors elected at an annual meeting shall serve a term of three (3) years and until their successors are duly elected and qualified, except that a director may be elected for a term of less than three (3) years as set forth in subsection (b) of this Section 3 or if necessary for the purpose of maintaining approximately equal class sizes. There shall be no limit on the number of consecutive terms a director may serve.

Section 4. Removal

Individuals who serve on the Board of Directors of the Corporation may be removed from the Board for cause at any time by vote of a majority of the entire Board of Directors of the Corporation at any regular or special meeting of the Board, provided that such action is referenced in the notice of the meeting.

Section 5. Resignation

A director may resign at any time by giving written notice to the Chair or the Secretary of the Corporation. Unless otherwise’ specified in the notice, the resignation shall take effect upon receipt thereof by such officer, and the acceptance of the resignation shall not be necessary to make it effective.

Section 6. Vacancies and Newly Created Directorships

(a) Vacancies on the Board for any =son may be filled by the Board of Directors at any regular or special meeting. A director elected to fill a vacancy shall serve until the next annual meeting of the Corporation and until his or her successor is duly elected and qualified.

(b) Newly created directorships shall be filled in the manner prescribed for those directorships at the time they are created.

Section 7. Annual Meeting of the Corporation

The Board of Directors shall hold an annual meeting each year no later than 180 days after the end of the fiscal year of the Corporation, at a convenient time and location designated by the Board for the purposes of receiving the annual report of the Corporation, electing directors and officers, appointing standing committees, and #=acting such other business as shall be required by law or regulation or shall promote the efficient management of the Corporation. Written notice of the annual meeting shall be given personally or by mail to each director at least ten (10) days in advance of the meeting.

Section 8. Annual Report

(a) At the annual meeting of the Board, the Chair and the Treasurer shall present an annual report showing in appropriate detail the following information:

(i) A complete verified or audited financial statement of the Corporation for the fiscal year immediately preceding the date of the report showing the assets and liabilities, principal changes in assets and liabilities, revenue, receipts, expenses and disbursements of the Corporation;

(ii) A summary of the activities of the Corporation during the preceding year, and

(iii) A current list of officers of the Corporation and their terms of office

(b) The annual report shall be filed with the minutes of the annual meeting.

Section 9. Regular Meetings of the Board

The Board of Directors shall ordinarily hold regular meetings on a monthly basis, at convenient times designated by the Board. Written notice of each regular meeting shall be given personally or by mail to each director at least ten (10) days in advance of such meeting.

Section 10. Special Meetings of the Board.

Special meetings of the Board of Directors may be called at any time by the Chair, and shall be called by the Chair or the Secretary within fourteen (14) days after receipt of a written request from any three (3) directors. Any such written request shall state the purpose(s) of the meeting. Notice of each special meeting shall be given in person, by telephone or by mail to each director at least three (3) days before the date of such special meeting. The notice shall state the business for which the special meeting has been called, and no business other than that stated in the notice, or related thereto, shall be transacted at the special meeting.

Section 11. Waiver of Notice.

Notice of any meeting of the Board need not be given to any director who submits a waiver of notice either before or after the meeting, or who attends the meeting without protesting prior thereto or at its commencement the lack of notice.

Section 12. Place of Board Meetings.

The Board may hold its meetings at the office of the Corporation or at such other places within the State of New York as it may from time to time determine.

Section 13. Quorum of Directors.

(a) The presence in person of a majority of the entire Board shall be necessary to constitute a quorum at all meetings of the Board for the transaction of business, except as otherwise provided by law or the Corporation’s Certificate of Incorporation or these Bylaws.

(b) A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to a later date, not more than ten (10) days later, and the Secretary shall give written notice of the adjournment and the date of the subsequent meeting at least three (3) days before the subsequent meeting date to all directors.

Section 14. Action by the Board

(a) Each director shall be entitled to one vote on each matter properly submitted to the directors for action at any meeting of the Board. Unless otherwise required by law or provided in the Corporation’s Certificate of Incorporation or these Bylaws, the vote of a majority of directors present at the time of the vote at a duly convened meeting, provided that a quorum is then present, shall be the act of the Board.

(b) Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all directors or the committee members, as applicable, consent in writing to the adoption of a resolution authorizing the action. The resolution and written consent thereto by the directors or committee members shall be filed with the minutes of the proceedings of the Board or committee.

(c) Any one or more directors, or committee members, may participate in a meeting of such Board or committee by means of a conference telephone or similar equipment that allows all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at such a meeting.

Section 15. Minutes.

The Secretary or his or her designee shall maintain complete and accurate minutes of each Board and committee meeting and shall retain each unanimous written consent of the directors. Said minutes and written consents shall accurately reflect all business conducted, including findings, conclusions, and recommendations, and shall be maintained in the permanent records of the Corporation.

Section 16. Attendance at Meetings.

Attendance at each meeting of the Board and the Corporation’s committees shall be recorded by the Secretary or his or her designee in the minutes of such meeting. Absence from a meeting of the Board or a committee to which a director is appointed may be excused for good cause shown. Unexcused absence from more than one-half of the total number of regular and special meetings of the Board during a twelve (12) month period for any reason shall constitute cause for removal from the Board.

Section 17. Compensation.

. No director of the Corporation shall receive, directly or indirectly, any salary, compensation or emolument from the Corporation in his or her role as director, but directors shall be reimbursed for reasonable expenses incurred in the performance of Corporation duties. Nothing herein contained shall be construed to preclude any director from serving the Corporation in another capacity and receiving compensation therefor.

Section 18. Property Rights of Directors.

No director of the Corporation shall, by reason of that position, have any riot to or interests in the property or assets of the Corporation. In the event that the Corporation is liquidated or dissolved or ceases to actively carry on its business, all of the remaining property and assets of the Corporation after necessary expenses thereof shall be distributed as provided in the Corporation’s Certificate of Incorporation, as amended from time to time.

ARTICLE IV – OFFICERS

Section 1. Designation on and Election of Officers

(a) The officers of the Corporation shall be a Chair, a Vice Chair, a Treasurer, a Secretary, and such other officers as the Board may deem necessary or advisable. The officers shall be elected by the Board of Directors from among the directors.

(b) The officers shall be elected at the annual meeting by a majority of the entire Board. Except when an officer resigns, is removed, becomes disabled, or when a new position is created, such officers shall succeed the incumbent officers whose terms of office expire that year and hold office for a period of one (1) year or until their successors shall have been duly elected and qualified There shall be no limit on the number of consecutive terms an officer may serve.

(c) Any officer may be removed by a majority of the entire Board at any time, with or without cause.

(d) Any officer may resign at any time by giving written notice to the Chair or the Secretary of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by such officer, and the acceptance of the resignation shall not be necessary to make it effective.

(e) Any vacancy occurring in an office of the Corporation prior to the scheduled expiration of its term may be filled at any regular or special meeting of the Board. An individual elected to fill any such vacancy shall serve until the next annual meeting of the Corporation and until his or her successor shall have been duly elected and qualified.

(f) Except for the offices of Chair and Secretary, any two or more offices may be held by the same person.

Section 2. The Chair.

The Chair shall prepare agendas for all meetings of the Board of Directors and preside at such meetings, shall appoint committee members and chain, subject to approval of the Board, and shall be, ex officio, a voting member of all committees. The Chair shall be the chief executive officer. The Chair shall have such other duties as may be assigned by the Board or prescribed by these Bylaws.

Section 3. The Vice Chair.

The Vice Chair shall perform the duties of the Chair during the absence of the Chair, and shall have such other duties as may be assigned by the Chair or the Board or prescribed by these Bylaws.

Section 4. The Treasurer.

The Treasurer shall be responsible for:

(a) maintaining custody of all funds and securities of the Corporation;

(b) keeping fall and accurate accounts of receipts and disbursements in the corporate books;

(c) depositing all money and other valuables in the name and to the credit of the Corporation in such depositories as may be designated by the Board;

(d) disbursing the funds of the Corporation as may be ordered or authorized by the Board and preserving proper vouchers for such disbursements;

(e) rendering to the Chair, the Finance Committee and the Board at the regular meetings of the Board, or upon their request, such financial statements, instruments or information as they may require concerning the financial transactions or condition of the Corporation;

(f) presenting a complete financial report at the annual meeting of the Board, including but not limited to a report concerning the assets received by the Corporation for specific purposes and the use made of such assets and of the income therefrom;

(g) signing and countersigning such instruments as require the Treasurer’s signature; and

(h) performing such other duties as are incidental to the office or may be assigned by the Chair or the Board or prescribed by these Bylaws.

Section 5. The Secretary.

The Secretary shall be responsible for:

(a) sending appropriate notices and agendas for all meetings of the Board;

(b) maintaining files and custody of all records and reports of the Corporation;

(c) keeping and reporting of complete and accurate minutes of all meetings of the Board and all unanimous written consents executed by directors or committee members; and

(d) performing such other duties as are incidental to the office or may be assigned by the Chair or the Board or prescribed by these Bylaws.

ARTICLE V – COMMITTEES

Section 1. Appointment of Committees.

Committees may include standing committees and special committees and shall consist of three (3) or more committee members. Committees of the Corporation may include individuals who are not directors, provided that at least three (3) committee members are directors. Except as otherwise provided in these Bylaws, the chairs and all members of these committees shall be appointed by the Chair of the Board at the annual meeting of the Corporation, subject to approval by the Board, and shall serve until the next annual meeting and until their successors are duly appointed and qualified Committee members may be removed by the Board with or without cause at any time. Vacancies may be filled by the Chair, subject to approval by the Board, at any regular or special meeting of the Board. Committee members appointed to fill vacancies shall serve until the next annual meeting and until their successors are appointed and qualified.

Section 2. Committee Meetings.

At all committee meetings, a quorum shall be equal to a majority of the members of the committee. A vote by a majority of the committee members present at a duly organized committee meeting shall constitute the action of the committee, Each committee shall promptly submit minutes of its meetings to the Secretary of the Corporation Except as otherwise prescribed in these Bylaws or as required by the Board, Committees shall meet with such frequency as is necessary, in their discretion, to accomplish their purposes.

Section 3. Executive Committee

(a) By vote of a majority of the entire Board of Directors, the Board may create an Executive Committee of the Board. The Executive Committee shall consist of the Chair, the Vice Chair, the Treasurer, the Secretary, and one (1) other director.

(b) Between meetings of the Board of Directors, and to the extent permitted by law, the Executive Committee shall possess the powers of the Board with respect to managing and conducting the affairs of the Corporation, subject to such instructions as may be imposed from time to time by the Board.

(c) The Chair of the Corporation shall serve as Chair of the Executive Committee. The Executive Committee shall meet as deemed necessary or advisable by the Chair, the Committee or the Board. The Chair shall call a meeting of the Executive Committee within fourteen (14) days of receipt of a written request by at least two (2) members of the Executive Committee; provided that such request states the purpose of the meeting. The Executive Committee shall report its actions to the next regular meeting of the Board or at any special meeting called for that purpose. The activities of the Executive Committee shall be deemed to have been ratified by the Board following such report unless affirmatively overruled or modified by resolution of the Board.

Section 4. Finance Committee.

The Finance Committee shall be consist of at least five (5) directors, including the Treasurer, and shall be chaired by the Treasurer. It shall be responsible for supervising the management and investment of all funds of the Corporation; recommending a certified public accountant to conduct the annual audit, reviewing and recommending an annual budget to the Board; reviewing all transactions and business with respect to potential conflicts of interest, to ensure that the best interests of the Corporation will be served; establishing procedures to procure annual disclosure statements from directors and committee members; and performing such other functions assigned to it by the Board or the Executive Committee. The Finance Committee shall meet at least quarterly.

Section 5. Nominating Committee

The Nominating Committee shall consist of the Chair and at least two (2) other directors. It shall have the duty of nominating at the annual meeting of the Corporation, and at other meetings when vacancies are to be filled, candidates to be elected as directors at large and officers.

Section 6. Special Committees.

Special Committees may be appointed by the Chair, subject to the approval of the Board, for such special tasks as circumstances warrant A special committee shall limit its activities to the accomplishment of the task for which it is appointed and shall have no power to act except as specifically conferred by action of the Board. Upon completion of the task for which appointed, the special committee shall stand discharged.

ARTICLE VI – INDEMNIFICATION AND INSURANCE

Section 1. Indemnification

The Corporation shall indemnify its directors, officers, employees and other personnel to the fullest extent permitted by law.

Section 2. Insurance.

The Corporation may purchase directors’ and officers’ liability insurance if authorized and approved by the Board of Directors.

ARTICLE VII – FISCAL YEAR

The fiscal year of the Corporation shall begin on the I st day of January and end on the 31 st day of December in each year.

ARTICLE VIII – RULES OF ORDER AND BYLAW CHANGES

Section 1. Rules of Order

Meetings of the Board shall be governed by Robert’s Rules of Order, except where they are inconsistent with the provisions of these Bylaws or applicable laws.

Section 2. Bylaw Changes.

These Bylaws may be amended, repealed or adopted by an affirmative vote of two-thirds of the entire Board of Directors at any regular or special meeting of the Board of Directors or upon the directors’ unanimous written consent. The text of any proposed Bylaw amendment shall be included with the notice of any meeting at which such amendment is presented for action.

END dgc10-22-01

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