Mohawk River Watershed Coalition
Bylaws Approved : August 9, 2010
At Coalition Meeting, Herkimer, NY
Article I Name
The name of this organization shall be the Mohawk River Watershed Coalition, hereinafter referred to as the “Coalition”.
Article II Mission
To implement conservation initiatives that protect, promote and enhance the natural resources of the Mohawk River Watershed in partnership with local, state and federal stakeholders.
Article III Membership
Section 1 – The drainage basin of the Mohawk River encompasses portions of 14 counties in New York State and covers an area of about 3,460 square miles. The following counties contain a portion of the watershed: Albany, Delaware, Fulton, Greene, Hamilton, Herkimer, Lewis, Madison, Montgomery, Oneida, Otsego, Saratoga, Schenectady and Schoharie.
Section 2 – Voting Membership in the Coalition shall be open to all County Soil & Water Conservation Districts (SWCD) in NY that have at least a portion of their county in the Geographic Region of the Mohawk River Watershed. Each participating member county shall, through its local procedures, appoint one primary and one alternative voting representative from their County Soil & Water Conservation District. Each County will have one vote (primary or alternate representative).
Section 3 – Nonvoting Membership: Nonvoting membership is open to all interested organizations that have expressed an interest in participating in any and all aspects of the Coalition. They may participate by providing a letter of interest to the Coalition. This letter will entitle the organization to partner in any aspect of mutual interest. All requests for nonvoting membership must be approved by a majority of voting member’s. Non-voting memberships can be terminated by a majority vote of Coalition members.
Article IV Officers
Section 1 – The Officers of the Coalition elected to the Executive Committee will be Chair, Vice-Chair, Secretary, Treasurer and Member-at-large. The election will take place at the January meeting. The terms of these Officers shall be three years, are eligible for re-election and shall take effect at the next meeting following the election. Officers of the Coalition will hold the primary voting representative position from their county.
Section 2 – The Officers Duties shall be as follows;
Chair – shall preside at all meetings; shall generally manage and supervise the affairs of the Coalition, shall keep the Executive Board fully informed, shall have the power to sign in the name of the Coalition.
Vice-Chair – shall have such powers and duties as may be assigned to him/her by the Executive Board and in the absence of the Chair, shall in general, have the powers and perform the duties of the Chair.
Secretary – shall act as secretary of all meetings, shall keep the minutes of all such meetings, distribute meeting announcements, and shall distribute the meeting agenda and minutes of the prior meeting at least one week before the next meeting. They will also assure that Coalition records are maintained.
Treasurer – shall have custody of all funds and securities for the Coalition, shall sign checks and keep complete and accurate accounts of receipts and disbursements of the Coalition, shall render a statement of Coalition accounts and shall deposit all moneys of the Coalition in such banks as designated by the Executive Board. Treasure shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans and make financial information available to the Coalition, Executive Committee and the public.
Member-at-large – shall have such powers and duties as may be assigned to him/her by the Executive Board.
Section 3 – Vacancies. When a vacancy on the executive committee exists, the Secretary may receive nominations for new members from present Coalition members two weeks in advance of a Coalition Meeting. These nominations shall be sent out to Coalition members with the regular Board meeting announcement, to be voted upon at the next meeting. These vacancies will be filled only to the end of the particular members term.
Section 4 – Resignation, Termination, Absences. Resignation from the Executive Committee must be in writing and received by the Secretary. A committee member shall be dropped for excess absences if s/he has three unexcused absences from the Committee meetings in a year. A Executive Committee member may be removed for other reasons by a three-fourths vote of the remaining members.
Article VI Elections
Each County (primary or alternate member) will have one vote and may vote by written proxy for elections only.
Article VII Meetings
Section 1 – Board meetings shall be held at a reasonably central location unless for special presentations or needs arise. Conference phone call-in capabilities will be provided as much as possible to allow for ease of communicating with Coalition members.
Section 2 – A quorum for a Coalition meeting is the presence (primary or alternate) of seven (7) voting members. Actions, including elections, only can be approved during a meeting if there is a quorum; the motion has a second and a majority of voting members present vote in favor of an action.
Section 3 – Deadlock. If a deadlock in a vote occurs, the Executive Board will convene and make a determination on the course of action.
Section 4 – Annual Meeting. The date, time and place of the regular annual meeting shall be set by the Coalition members.
Section 5 – Meetings. The Coalition shall meet at least six times a year at an agreed upon time and place.
Section 6 – Special Meetings. Special meetings may be called by the Chair or the Executive Committee.
Section 7 – Notice. Notice of each meeting shall be given to each voting member, not less than ten days before the meeting.
Article VIII Committees
Section 1 – The Chair, with approval of the Executive Committee, shall determine membership of the committees deemed proper and necessary to fulfill the objectives of the Coalition.
Section 2 – The five officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all the powers and authority of the Coalition in the intervals between meetings of the Coalition subject to the direction and control of the Coalition.
Section 3 – The Treasurer is the chair of the Finance Committee, which includes three other Coalition members. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan and annual budget with staff and other Coalition members. The Coalition must approve the budget, and all expenditures must be within the budget. The Coalition or the Executive Committee must approve any major change in the budget. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Coalition showing income, expenditure and pending income. The financial records of the organization are public information and shall be made available to the membership and the public.
Article IX Non-Discrimination
In all activities of the Coalition there shall be no unlawful discrimination on the basis of race, color, national origin, sex, religion, age, disability, political beliefs, sexual orientation, and marital or family status.
Article X Conflict of Interest
Any member of the board who has a financial, personal or official interest in or conflict (or appearance of a conflict) with any matter pending before the Coalition, of such nature that it prevents or may prevent that member form acting on the matter in an impartial manner, will offer to the Board to voluntarily excuse him/herself and will vacate his seat and refrain from discussion and voting on said item.
Article XI Bylaw Amendments
Bylaws may be amended, repealed or altered in whole or in part by a two-thirds majority vote of all members of the Coalition. Changes to the Bylaws will be developed at one Coalition meeting, placed in the meeting minutes and voted on no earlier than the next meeting. Bylaws will be reviewed annually.
I certify that at a regular called meeting of the Mohawk River Watershed Coalition on the 9th day of August, 2010, the foregoing Bylaws were duly adopted, a two-thirds majority of members being present (11 of 14 Counties present; Lewis, Delaware, Greene County representatives absent) and unanimously voting in favor thereof; and that they are presently the Bylaws of the Coalition.