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Constitution and By-Laws
Revised August 9, 2001
CONSTITUTION
Article I - Name
1.1 The name of the corporation shall be the Friends of Valley Falls, Inc.
Hereafter in this document it shall be known as “the organization”.
Article II - Purpose
2.1 The purpose of the organization shall be:
1. To promote the betterment of the area known as ValleyFallsPark, which is
located in and owned by the Town of Vernon.
2. To take responsible ownership and prudent stewardship of the site known as
ValleyFalls Farm located at 345 Valley Falls Road in the Town of
Vernon, Connecticut.
3. To promote and/or provide exhibits, interpretative studies, public discussion groups, panels and lectures on the natural, social, artistic, industrial and agricultural history of Valley Falls Park, Valley Falls Farm, and the surrounding area generally encompassed in the Tankerhoosan Greenway.
4. To promote and/or assist in the restoration and preservation of the barn building located within ValleyFallsPark for purposes of environmental education, and historical and cultural display.
5. To restore and preserve Valley Falls Farm for purposes of education,
interpretation, and display of information relevant to the natural and
agricultural heritage of the area.
6. To foster environmental quality and protection of the natural resources of
the lands, flora and fauna encompassed within ValleyFallsPark, Valley Falls Farm and their environs.
7. In the spirit and intent of the above purposes, acquire personal and real
property which serves to foster environmental quality and protection of the
natural resources of the lands, flora and fauna encompassed within Valley
FallsPark, Valley Falls Farm and their environs.
2.2 The Friends of Valley Falls is organized for one or more purposes as specified in
Section 501(c)(3) of the Internal Revenue Code.
BY-LAWS
Article I - Location
1.1 The principal office of the organization is located in the Town of Vernon, County
of Tolland, State of Connecticut.
1.2 The Board of Directors may change the principal office from one location to another within its state of incorporation by noting the changed address and effective date below. Such changes of address shall not be deemed, nor require, an amendment to these bylaws:
____________________________ Dated:_______
____________________________ Dated:_______
Article II - Membership
2.1 Membership in the organization shall be open to any individual, family, association, partnership, public agency or corporation (public or private) located within the Town of Vernon, the State of Connecticut, or the United States.
2.2 Membership in the organization shall be secured by payment of dues in accordance with the schedule of dues, as adopted by the Board of Directors.
2.3 The classes of membership are:
- Individual
- Family
- Life
- Group (corporation, association, partnership, agency)
2.4 Voting Rights of Members
- Each individual member or life member shall have one vote
- Each family or group shall be entitled to one vote.
Article III – Fiscal Year and Dues
3.1 The fiscal year shall be July 1 through June 30.
3.2 Dues shall be payable on July 1 of each year. The bill for dues shall be
mailed to all members prior to July 1 or within 45 days thereafter.
3.3 The annual dues shall be established by the Board of Directors by June 1. The
annual dues shall be based on discussion and review of a proposed budget for the
forthcoming fiscal year.
Article IV – Board of Directors
4.1 The Board of Directors shall consist of
- the officers of the organization
- three to five directors.
- past members of the executive board (ex officio, without voting power).
4.2 The officers of the organization shall be a president, a vice-president, a
secretary, and a treasurer. The officers shall also be known as the
executive board.
4.3 Resignation: Any member of the Board of Directors may resign at any time by giving written notice to the Board, or to the president or secretary of the organization. Any such resignation shall take effect at the date of receipt of such notice or as may be specified therein.
4.4 Reimbursement, Compensation: No member of the Board of Directors shall receive any compensation for his or her services in such capacity, but any person may be reimbursed by the Friends for reasonable out-of-pocket expenses and disbursements on behalf of the organization.
4.5 Non-liability: The Board of Directors shall not be personally liable for the debts, liabilities or other obligations of the organization.
Article V – Powers and Duties of the Board of Directors
5.1 The Board of Directors shall conduct and control the affairs of the organization,
shall determine all questions of major policy, and shall control its revenue and property in accordance with these bylaws and the Non-stock Corporation Act of Connecticut.
5.2 The Board of Directors may assign a specific title and responsibility to any member of the Board as deemed necessary to carry out the purpose of the organization as defined in Article II of the Constitution. These responsibilities may include but are not limited to development and supervision of educational programs, communication and networking, production and distribution of the organization newsletter, tracking the membership of the organization and actively seeking expansion.
5.3 The Board of Directors shall have the authority to hire, appoint, discharge and remove an executive director and other such agents, employees, and/or subcontractors as are deemed necessary, and to designate an appropriate salary for those positions, if any.
5.4 All business transactions and actions taken by any or all members of the
Board of Directors shall be only in the best interest of the organization.
5.5 It is the duty of each member of the Board of Directors to attend all
meetings and to support, implement and participate in all existing policies
of the organization. Failure to attend three consecutive meetings of the
Board of Directors without notification and good cause shall be considered a condition for removal from the Board. Removal shall be made by a majority vote of the Board of Directors at any regular or special meeting properly convened and constituted in accordance with these bylaws.
Article VI – Powers and Duties of the Officers
6.1 President:
6.1.1 The president shall be the principal officer of the organization and
shall have all powers as may be reasonably construed as belonging to the chief executive of a nonprofit corporation.
6.1.2 The president shall preside at all meetings of the membership and of the Board of Directors. The president may give notice of said meetings when called in accordance with the provisions of these by-laws. The president may call special meetings as deemed necessary.
6.1.3 The president shall perform such duties as may be directed by the Board of Directors. In the absence of an appointed executive director, the president shall make the annual report to the organization.
6.2. Vice-President:
6.2.1 The vice-president shall serve in the absence or disability of the
president, and in such circumstances be vested with all the powers, and perform any or all of the duties, of the president.
6.2.2 The vice-president shall have such other duties as may be prescribed by the Board of Directors.
6.3 Secretary:
6.3.1 The secretary shall be accountable for the accurate recording
of all proceedings of any and all meetings of the Board of Directors, of the annual meeting, and, where deemed appropriate by the secretary, of any other meetings of the organization.
6.3.2 The secretary shall be accountable for the timely preparation and maintenance of all such records of meeting proceedings and shall turn over all such records to the successor secretary upon leaving office.
6.3.3 The secretary shall be accountable for the proper notification, in
accordance with these by-laws, of all meetings of the Board of Directors, the annual meeting, and other meetings of the organization as defined in Article X.
6.3.4 The secretary shall have such other duties as may be prescribed
by the Board of Directors.
6.4 Treasurer:
6.4.1 The treasurer shall be accountable for:
- the billing and collection of dues, as well as any and all
contributions, and other payments to the organization, and
- the maintenance of accurate accounts of all receipts credited to
the organization, including the source and purpose, and
- the deposit of all received monies in depositories approved by the
Board of Directors, and
- the payment of all properly approved bills and obligations of the
organization, and
- the preparation and filing of all tax and other financial reports
required by law
6.4.2 The Treasurer shall make regular reports of the finances of the
organization to the Board of Directors and shall render to the president and directors, whenever requested, an account of the financial condition of the association. An audited financial report shall be submitted at the annual meeting, in accordance with section 8.3 of these by-laws.
6.4.3 The funds, books, vouchers and records of the treasurer shall at all times be subject to the inspection, supervision and control of the Board of Directors. The treasurer shall turn over all money, books, records and property of the association to the successor treasurer upon leaving office.
6.4.4 The treasurer shall have such other duties as may be prescribed by the Board of Directors.
6.4.5 Bonding for the faithful discharge of the duties of the treasurer may be required, in which case the Board of Directors shall determine the amount of said bond and the organization shall pay the bonding expense.
Article VII - Election and Terms of Office
7.1 Officers and directors of the Board of Directors shall be elected at the annual meeting and shall serve for a term of two years, or until a successor has been elected and has taken office. Any past or present member may be elected to the Board of Directors.
7.2 In all cases governed by these by-laws, officers and directors shall be elected by a majority of the members present and voting at the annual meeting from a slate prepared by the nominating committee.
7.3 Any vacancy on the Board of Directors occurring prior to the expiration of the officer or director’s term shall be filled by a nomination from the executive board and a majority vote of the Board of Directors.
Article VIII - Committees and Boards
8.1 Standing committees may be appointed by the Board of Directors to
assist the Board. The chairperson of said committee shall be appointed by the Board of Directors; membership of said committees may be selected by the appointed chairperson, except as otherwise defined below.
8.2 The Nominating Committee
8.2.1 The nominating committee shall consist of at least three but not
more than five members selected by the Board of Directors. The chairperson of the committee shall be appointed by the Board of Directors. Not more than two members of the nominating committee shall be members of the Board of Directors.
8.2.2 In accordance with Article VII of these bylaws, the nominating
committee shall select a slate of candidates for each position on the Board of Directors, and shall present said slate at the annual meeting for elective purpose.
8.3 The Audit Committee shall consist of two members appointed by the
Board of Directors. The Treasurer and the President shall not serve on the Audit Committee. The audit committee shall be accountable for the examination and audit of the financial records of the association and shall submit an audited financial report at the annual meeting. In lieu of this examination and audit, the audit committee may obtain the services of a Certified Public Accountant to audit the records and prepare the financial report.
8.4 As the need develops or is perceived, other standing committees may be
established by the Board of Directors in accordance with Section 8.1 of these by-laws.
8.5 Board of Trustees – The Board of Directors shall appoint a Board of Trustees comprised of eight to twelve recognized community leaders for purposes of setting a course and providing vision, guidance and long range planning support to the organization. The Board of Trustees shall meet whenever deemed necessary to review the operations and activities of the organization, but not less than twice a year. All pertinent reports produced by the organization, including but not limited to the annual report and the annual financial statements, shall be provided to the Board of Trustees by the Board of Directors. Any expenditure of the organization equal to or greater than $25,000 shall require the review of the Board of Trustees prior to said expenditure.
Article IX – Executive Director
9.1 The Board of Directors may appoint an executive director and fix the
compensation and the terms and conditions of hire.
9.2 The executive director shall not be an officer of the organization. The executive director may serve on the Board of Directors as one of the directors. In this circumstance, the executive director shall abstain from, or be absent from, any or all discussions or votes of the Board of Directors relating to the duties and performance of the executive director.
9.3 The executive director shall be accountable to the Board of Directors and shall be subject to the guidance and direction of the Board.
9.4 All business transactions and actions taken by the executive director shall
be only in the best interest of the organization.
9.5 The executive director shall supervise any other employees of the
organization and shall carry out the daily affairs of the organization so as to
achieve its objectives. The executive director shall supervise volunteers and interns, but may assign that responsibility to other employees or to members of the Board of Directors.
9.6 The executive director shall prepare an annual report of the affairs of the
organization.
9.7 The executive director may be discharged by a majority vote of the Board
of Directors.
Article X - Meetings
10.1 Annual Meeting
10.1.1 The annual meeting of the organization shall be held at a time and place set by the Board of Directors and shall occur within six months following the end of the fiscal year.
10.1.2 Notice of the annual meeting shall be given to all members in
writing at least four (4) weeks prior to the date of the meeting.
10.1.3 The agenda for the annual meeting shall include, but not be limited
to, the following:
- The annual report of the executive director or of the president.
- The treasurer’s annual report, the audited financial report, and
the proposed budget for the forthcoming fiscal year
- The election of officers and directors of the Board, if required.
10.1.4 For the purpose of electing officers and directors to the Board, or conducting other business, each voting member of the organization shall have one vote, which may be cast in person or by an agent authorized by written proxy.
10.2 Special Meetings of the Membership
10.2.1 Special meetings of the membership may be called by the president at any time.
10.2.2 Said special meetings shall also be called by the president or
vice-president at the written request of a majority of the Board of Directors or at the written request of any ten (10) members.
10.3 Board of Directors Meetings
10.3.1 Meetings of the Board of Directors shall be held at least six (6)
times a year at such times and places as are agreed upon by the
Board.
10.3.2 Special meetings of the Board of Directors may be called by the President or Vice-President . Said special meetings shall also be called at the written request of a majority of the Board of Directors.
10.3.3 Notification of changes in the date, time, or place of the Board of
Directors meetings or of special meetings should be sent to each member of the Board of Directors at least one (1) week prior to the scheduled date.
10.3.4 A quorum for the conduct of business at a meeting of the Board of
Directors shall be a simple majority of the members of the Board of Directors.
10.3.5 The Board of Directors shall establish reasonable rules for the
conduct of its business. In the event that a particular situation is not governed by those rules, Roberts Rules of Order, Newly Revised shall govern.
Article XI - Amendments
11.1 The by-laws of the organization may be amended by a two-thirds affirmative vote of the members present at the annual meeting or at a special meeting of the membership provided that:
- a copy of the proposed amendment(s) has been given to each member
of the organization at least four (4) weeks prior to the meeting, and
- the amendment does not prevent the organization from qualifying as an
exempt organization under Section 501 (c) (3) of the Internal Revenue
Code and its Regulations, as they now exist or may hereafter be
amended.
Article XII - IRC 501(c)(3) Tax Exempt Provisions
12.1 Gifts. The Board of Directors may accept on behalf of the organization any
contribution, gift, bequest, or device for the nonprofit purposes of this organization.
12.2 Limitations on Activities. No substantial part of the activities of the
organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501 (h) of the Internal Revenue Code), and this organization shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign of any candidate for public office.
12.3 Prohibition Against Private Inurement. No part of the net earnings of this
organization shall inure to the benefit of, or be distributed to, its members or to the Board of Directors.
12.4 Signatories. All checks, drafts, and other instruments for the payment of
money and transfer of securities or property shall be signed by the president or the treasurer, or other officers as may from time to time be designated by the Board of Directors. All contracts and agreements shall be signed by any two (2) or more officers or such officers or agents as the Board of Directors shall direct or authorize.
12.5 Terms. If there is any conflict between the provisions of these bylaws and
the Articles of Incorporation of this organization, the provisions of the Articles of Incorporation shall govern.
Article XIII - Dissolution and Disposition of Assets
In the event of the dissolution of the organization, and after paying or making provision for the payment of all debts and liabilities of the organization, all property and assets shall revert to an organization(s) operated exclusively for purposes of protection, preservation and enhancement of Connecticut's natural resources, such as the Northern Connecticut Land Trust, Inc. Any remaining property or assets of the organization shall be disposed of by the Superior Court of the county in which the principal office is then located.