BYLAWS OF MOKOMA FOUNDATION AND CONSERVANCY
ARTICLE ONE – INTRODUCTORY
1.01 Definition of Bylaws. These Bylaws shall constitute the code of rules and regulations adopted by MOKOMA FOUNDATION AND CONSERVANCY for the regulation and management of its affairs.
1.02 Purposes and Powers. The general nature of the objects and purposes of this Corporation shall be the dedication, application and use of money, other property, real or personal, tangible or intangible, exclusively for religious, charitable, scientific, literary or educational purposes or for the prevention of cruelty to children or animals. As part of the charitable purpose, the Corporation is created for the conservation of nature and natural environment, as well as related education. Such promotion and preservation may include, but not be limited to, any activity which will preserve the natural or current state or real property by preventing or helping to prevent additional structures or improvements being constructed on such real property, preservation of waters, free from pollution or contamination, maintaining natural habitat for fish and wild animals. The Corporation may do such other activities as a 501©(3) organization may do to perform its other duties and purposes.
1.03 Limitations on Activities. In furtherance of these purposes, the following shall apply:
(a) No part of the assets of the Corporation shall inure to the benefit of any Director of the Corporation, Officer of the Corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Corporation, affecting one or more of its purposes), and no Director or Officer of the Corporation, or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Corporation. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office.
(b) Notwithstanding any other provision of these Articles of Incorporation, the Corporation shall not carry on any activities not permitted to be conducted or carried on by an organization exempt from taxation under Section 501©(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended, or by an organization, contributions to which are deductible under Section 170©(2) of the Internal Revenue Code and Regulations as they now exist or as they may hereafter be amended.
(c) Upon dissolution of the Corporation or the winding up of its affairs, the assets of the Corporation shall be distributed exclusively to charitable, religious, scientific, health, literary or educational organizations which would then qualify under the provisions of Section 501©(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.
(d) Mokoma Foundation & Conservancy received its IRS 501©(3) non-profit status on September 5, 2001. In any taxable year in which the organization is a private foundation as described in IRC 509(a), the organization shall distribute its income for said period at such time and manner as not to subject it to tax under IRC 4942, and the organization shall not (a) engage in any act of self-dealing as defined in IRC 4941(d); (b) retain any excess business holdings as defined in IRC 4943(c); (c) make any investments in such a manner as to subject the organization to tax under IRC 4944; or (d) make any taxable expenditures as defined in IRC 4945(d) or corresponding provisions of any subsequent Federal tax law. The
5) It is the intention of this Corporation to be a 501©(3) nonprofit charitable organization and not to become a private foundation
ARTICLE TWO – OFFICES AND AGENCY
2.01 Offices. The principal office of the Corporation shall be in the Borough of Laporte, Pennsylvania. This shall be the registered office of the Corporation. The Corporation may also have offices at such other places as the Board of Trustees may from time to time determine.
ARTICLE THREE – MEMBERSHIP
3.01 Qualifications and Designation of Membership. Individuals interested in becoming members shall pay annual dues or one lifetime membership fee established by the Board of Trustees. The membership year for dues shall be July January 1 to December 31. Dues shall be due and paid prior to any member being qualified to vote.
3.02 Annual Membership Meetings. A meeting of the membership shall be held each year in Laporte over the Labor Day Weekend or at such other time in August or September as designated by the Board. Written notice of the meeting shall be given to the members who have paid their dues at least 20 days prior to the day of the meeting. Special membership meetings may be called at the discretion of the President, five members of the Board of Trustees, or upon the written request of a majority of the members, by giving at least ten (10) days written notice of such meeting to the address of record of the members, stating the purpose thereof, the place and naming the authority by which it is called.
3.03 Quorum. A meeting of members duly called shall not be organized for the transaction of business unless a quorum is present. The presence in person or by proxy of 25% of the eligible voting members and 50% of the Executive Committee shall constitute a quorum. A duly organized meeting can continue to do business even after the withdrawal of enough members to less than a quorum.
The adjournments of any such meeting of the members may be taken at the meeting where the Trustees are to be elected where a quorum is not present. Such meeting shall be adjourned from day to day in order to obtain a quorum. If a meeting cannot be organized because a quorum is not attended, those present may, except as otherwise provided by statute, adjourn the meeting to such time and place as those present may determine. But in the case of a meeting called for an election of directors, those who attend the second such adjourned meeting, although less than a quorum, shall nevertheless constitute the quorum for the purpose of electing trustees.
3.04 Notice. Written notice of membership meetings the annual membership meeting or other special meetings shall include a proxy letter which, if executed by a member and received by the Secretary at or prior to the time of the meeting shall, in accordance with Article 3.03, be considered in determining the presence of a quorum at the meeting.
3.05 Voter Lists. The officer or person in charge of the recording of the paid members shall prepare lists of those qualified to vote at membership meetings. for the annual membership meeting or other special meetings who are qualified to vote. Those who paid dues at that meeting or before shall be entitled to vote. at the annual membership meeting.
ARTICLE FOUR – BOARD OF TRUSTEES
4.01 Term & Election of Trustees. A Board of Directors who shall also be known as Trustees shall manage the affairs of the Corporation. There shall be a maximum of fifteen (15) trustees. Trustees shall serve 3-year terms, and terms shall be staggered to allow for an election each year. Trustees shall be elected by members present in person or by proxy at the annual meeting.
4.02 Vacancies. In case of vacancies of Officer Trustee positions, Board of Trustee members may fill these vacancies and they shall serve until replaced or elected by the Board following the next membership meeting. Failure by a Trustee to attend four (4) consecutive meetings constitutes an automatic resignation. A Trustee whose consecutive absences led to a vacancy may be elected to fill that vacancy and start over with a clear attendance record.
4.03 Meetings. Board of Trustee meetings shall occur as needed. Meetings may be held by teleconference or other electronic means. Proxies are not permitted at Board of Trustee meetings.
4.04 Voting. Each member of the Board of Trustees shall be entitled to one (1) vote upon every proposal properly submitted at the meeting. Cumulative voting will not be permitted.
4.05 Quorum. A majority of the Trustees shall be necessary to constitute a quorum for the transaction of business at the Trustee meetings.
4.06 Powers and Duties. The Board of Trustees is responsible for the effective operation of the affairs of the Corporation, shall have control of the general management and business of the Corporation, shall determine the policies of the Corporation, and shall promulgate such guidelines, rules and regulations, consistent with the Article of Incorporation, Bylaws or other laws of the sovereign as the Trustees deem necessary and proper.
In particular, the Board of Trustees shall have authority to regulate and to promulgate guidelines relating to any and all of the following:
A. The Board of Trustees shall be responsible to the members, through its Officers, for the ongoing development, support and services of the Corporation.
B. The Board of Trustees shall be responsible for establishing the yearly budget, supervising expenditures, determining salary scales and benefits of staff, and establishing and maintaining an adequate source of income for the Corporation and monies for future development and expansion of services.
C. The Board of Trustees shall establish and supervise all contracts with salaried and non-salaried personnel, delineate all responsibilities and accountability structures, determine grievance and appeal procedures, and do all things possible to facilitate and enable the staff and volunteers of the Corporation to fulfill all services, programs and responsibilities with the highest quality available.
D. The Board of Trustees shall encourage and enable experimentation to find better methods to achieve the priorities, goals and programs of the Corporation.
E. The Board of Trustees shall organize itself, its own officers, its own personnel, and its own staff for the optimum performance of its responsibilities and the full program and services of the Corporation.
F. The Board of Trustees shall search out and utilize all useful sources of information, skills, guidance and assistance for the betterment of the Corporation.
G. The Board of Trustees shall provide regular and comprehensive reports to the members of the Corporation, and the members of the association of the corporation, and all other interested persons and agencies.
H. The Board of Trustees shall be responsible for convening and planning such meetings and conferences as are necessary to implement the goals of the Corporation.
ARTICLE FIVE – OFFICERS
5.01 Election of Officers. The Board of Trustees following the annual meeting shall elect all Officers of the Corporation for a one-year term. Officers may be elected to more than one “one year” term.
5.02 President. The President shall be the Chief Executive Officer of the Corporation and will, subject to the control of the Board of Trustees, supervise and control the affairs of the Corporation. The President will perform all duties incident to such office and other duties as may be provided in the Bylaws and may be prescribed from time to time by the Board of Trustees.
5.03 Vice President. The Vice President shall perform the duties and exercise all powers of the President when the President is absent or is otherwise unable to act. The Vice President will perform such other duties as designated by the Board of Trustees.
5.04 Secretary. The Secretary will keep minutes of all meetings of Members and of the Board of Trustees, will be the custodian of the corporate records, will give all notices as are required by law or by these Bylaws, and generally will perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned from time to time by the Board of Trustees.
Assistant Secretary. The Board may elect an Assistant Secretary to either assist the current Secretary or in the absence of the current Secretary perform the duties of the Secretary or such tasks as may otherwise be assigned by the Board of Trustees.
5.05 Treasurer. The Treasurer will have charge and custody of all funds of this Corporation, will deposit the funds as required by the Board of Trustees, will keep and maintain adequate and correct accounts of the Corporation’s properties and business transactions, will render reports and accountings to the Trustees and to the Members as required by the Board of Trustees or Members or by law, and will perform in general all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned from time to time by the Board of Trustees.
Assistant Treasurer. The Board of Trustees may elect an Assistant Treasurer to assist the Treasurer or to perform such other acts as may be approved by the Board of Trustees.
5.06 Removal of Officers. Any Officer may be removed by action of the Board of Trustees whenever that Officer fails to perform the duties of his office or commits any act or fails to take action, which results in detriment to the Corporation and its purpose. A majority of the Trustees shall be necessary to constitute a quorum for this action.
5.07 Vacancies. The Board of Trustees shall fill any vacancy in any office until the Board meeting following the next annual membership meeting.
5.08 Past President. If a President is not elected for a continuing term, the Board may confer the title of Past President to this person for a one year term, and may request him or her to participate in Executive Committee meetings and/or Board meetings, to speak, but not to make motions, vote, or preside unless they remain an Officer or member of the Board. The Board may entrust the Past President with additional ambassadorial assignments in furtherance of the Corporation’s purposes.
ARTICLE SIX – EXECUTIVE COMMITTEE AND OTHER COMMITTEES
6.01 Committees. The Board of Trustees may, by resolution adopted by a majority of the Trustees, establish one or more committees. Each committee shall consist of one or more Trustees. Any member of the Conservancy may serve on a Committee. At the annual membership meeting the President of the Board shall seek volunteers for each committee. The President, with the approval of the Board of Trustees, shall appoint each committee’s chairperson. for one year. Committee chairs shall serve until they resign or are replaced by the President.
6.02 Executive Committee. The Executive Committee shall consist of all officers. and other members as designated by the Board of Trustees. It shall have and exercise all powers in the management of the day-to-day business and affairs, and any other authorities of the Corporation, as shall be delegated to the Executive Committee by the Board. All actions of the Executive Committee shall be reported to the Board in minutes or other notification. Executive Committee meetings shall occur as needed. The Executive Committee may meet by teleconference or other electronic means. Written notice ( mail, e-mail, fax or other electronic means) or personal notice (phone or in person) of Executive Committee meetings shall be delivered to each Trustee of such meetings when practicable.
The Executive Committee may act on behalf of the Conservancy without prior authorization at a Board meeting if:
A. A majority of the Executive Committee agrees in writing on a common action;
B. The written agreement is sent to the entire Board; and
C. The Board can see (by electronic or other written communication) that a majority of the entire Board has agreed on the action.
6.03 Nominating Committee. The Board President, with the Board’s affirmation, shall establish a nominating committee of at least three people who shall recommend the nomination of Trustees and Officers for the coming year, and shall report the recommendations at the membership meeting.
ARTICLE SEVEN - OPERATIONS
7.01 Fiscal Year. The fiscal year of the Corporation shall commence on the first day of January and end on the last day of December of each year.
7.02 Compensation of Trustees and Officers. No Trustee or Officer of the Corporation shall be paid any fees for the performance of the duties of his or her office, or other services rendered in furtherance of the Corporation’s purposes.
7.03 Loans to Management. The Corporation will make no loans to any of its Trustees or Officers.
7.04 Books and Records. The Corporation shall maintain books and records, which may be inspected by any Officer or Trustee Member upon reasonable notice.
ARTICLE EIGHT - SEAL
8.01 Seal. The Board of Directors shall provide a seal as prescribed by law. and a copy of the imprint of such seal, which is attached to the minutes. The imprint of the seal is as follows: (seal)
ARTICLE NINE – INFORMAL ACTION
9.01 Waiver of Notice. Whenever any notice is required to be given under the provisions of the Nonprofit Corporation Law of Pennsylvania, a waiver of such notice in writing signed by the persons entitled to notice, including Trustees, shall be deemed an equivalent of giving such notice. Such waiver must in the case of a special meeting of the Board of Trustees specify the general nature of business to be transacted.
9.02 Action by Consent. Any action required by law or under the Articles of Incorporation of this Corporation or by these Bylaws and any action which otherwise may be taken by the Board of Trustees may be taken without a meeting if a consent in writing is signed setting forth the action to be taken and is signed by all the persons entitled to vote with respect to the subject matter of such consent or all Trustees in office and filed with the Secretary of the Corporation.
ARTICLE NINE – AMENDMENT OF BYLAWS AND ARTICLES OF INCORPORATION
9.01 Amendment of Bylaws. The Bylaws may be amended, altered or rescinded in whole or in part at any time by a 2/3 majority of those members present at the Annual Meeting.
9.02 Amendment of Articles of Incorporation. The Board of Trustees of the Corporation may not amend the Articles of Incorporation in the purpose clause in any way to remove the provisions pertaining to the restrictive use of real properties of the Corporation which are to be held as a conservancy to preserve the natural resources thereof as set forth in Paragraph 1.03 of the Bylaws.
ARTICLE TEN – NOTICE
10.01 Notices. Unless otherwise specified in the Bylaws, whenever a meeting is to be held, there notice is required to be given under these Bylaws or any applicable law, rule or regulation, it shall be written notice which states the place, date and hour of the meeting, and in the case of special meetings, the purpose of said meeting. Also unless otherwise specified in the Bylaws, the notice shall be given by personal notice (phone or in person) or delivered by e-mail, fax or sent by mail, e-mail, fax or other electronic means a minimum of ten (10) days before the date of the meeting. In the case of annual membership meetings notice shall be sent at least three (3) weeks in advance. If notice of any meeting is by mail, the mailing shall be first class postage prepaid from the location of the office of the corporation to the last known address of each of the persons to be notified. The Secretary shall keep on file the names and addresses of all MembersTrustees in the corporate minutes. The notices of all meetings shall be given to each person entitled to vote at the time notice is sent, with dues payment by the time notice is sent required for a person at that time to be entitled to vote.
ARTICLE ELEVEN – EMPLOYEES
11.01 Employees and Assets. The Board of Trustees from time to time shall create such other permanent or part-time positions as may be advisable to carry out the purposes of the Corporation. The Board of Trustees shall regulate, discipline and discharge the agents and employees of the Corporation, as it deems prudent. The Board of Trustees shall establish personnel policies.
ADOPTION OF BYLAWS
Adopted at the annual membership meeting held on September 2, 2002, and most recently revised at the annual membership meeting held on September 5, 2009.
Monday, August 24, 2009
Thursday, August 13, 2009
BYLAWS OF MOKOMA CONSERVANCY
ARTICLE ONE – INTRODUCTORY
1.01 Definition of Bylaws. These Bylaws shall constitute the code of rules and regulations adopted by MOKOMA CONSERVANCY for the regulation and management of its affairs.
1.02 Purposes and Powers. The general nature of the objects and purposes of this Corporation shall be the dedication, application and use of money, other property, real or personal, tangible or intangible, exclusively for religious, charitable, scientific, literary or educational purposes or for the prevention of cruelty to children or animals. As part of the charitable purpose, the Corporation is created for the conservation of nature and natural environment, as well as related education. Such promotion and preservation may include, but not be limited to, any activity which will preserve the natural or current state or real property by preventing or helping to prevent additional structures or improvements being constructed on such real property, preservation of waters, free from pollution or contamination, maintaining natural habitat for fish and wild animals. The Corporation may do such other activities as a 501©(3) organization may do to perform its other duties and purposes.
1.03 Limitations on Activities. In furtherance of these purposes, the following shall apply:
(a) No part of the assets of the Corporation shall inure to the benefit of any Director of the Corporation, Officer of the Corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Corporation, affecting one or more of its purposes), and no Director or Officer of the Corporation, or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Corporation. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office.
(b) Notwithstanding any other provision of these Articles of Incorporation, the Corporation shall not carry on any activities not permitted to be conducted or carried on by an organization exempt from taxation under Section 501©(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended, or by an organization, contributions to which are deductible under Section 170©(2) of the Internal Revenue Code and Regulations as they now exist or as they may hereafter be amended.
(c) Upon dissolution of the Corporation or the winding up of its affairs, the assets of the Corporation shall be distributed exclusively to charitable, religious, scientific, health, literary or educational organizations which would then qualify under the provisions of Section 501©(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.
(d) The Corporation is a 501c(3) nonprofit charitable organization.
ARTICLE TWO – OFFICES AND AGENCY
2.01 Offices. The principal office of the Corporation shall be in the Borough of Laporte, Pennsylvania. This shall be the registered office of the Corporation. The Corporation may also have offices at such other places as the Board of Trustees may from time to time determine.
ARTICLE THREE – MEMBERSHIP
3.01 Qualifications and Designation of Membership. Individuals interested in becoming members shall pay annual dues or one lifetime membership fee established by the Board of Trustees. The membership year for dues shall be January 1 to December 31. Dues shall be due and paid prior to any member being qualified to vote.
3.02 Membership Meetings. A meeting of the membership shall be held each year in Laporte over the Labor Day Weekend or at such other time in August or September as designated by the Board. Special membership meetings may be called at the discretion of the President, five members of the Board of Trustees, or upon the written request of a majority of the members, by giving at least ten (10) days written notice of such meeting to the address of record of the members, stating the purpose thereof, the place and naming the authority by which it is called.
3.03 Quorum. A meeting of members duly called shall not be organized for the transaction of business unless a quorum is present. The presence in person or by proxy of 25% of the eligible voting members and 50% of the Executive Committee shall constitute a quorum. A duly organized meeting can continue to do business even after the withdrawal of enough members to less than a quorum.
The adjournments of any such meeting of the members may be taken at the meeting where the Trustees are to be elected where a quorum is not present. Such meeting shall be adjourned from day to day in order to obtain a quorum. If a meeting cannot be organized because a quorum is not attended, those present may, except as otherwise provided by statute, adjourn the meeting to such time and place as those present may determine. But in the case of a meeting called for an election of directors, those who attend the second such meeting, although less than a quorum, shall nevertheless constitute the quorum for the purpose of electing trustees.
3.04 Notice. Written notice of membership meetings shall include a proxy letter which, if executed by a member and received by the Secretary at or prior to the time of the meeting shall, in accordance with Article 3.03, be considered in determining the presence of a quorum at the meeting.
3.05 Voter Lists. The officer or person in charge of the recording of the paid members shall prepare lists of those qualified to vote at membership meetings. Those who paid dues at that meeting or before shall be entitled to vote.
ARTICLE FOUR – BOARD OF TRUSTEES
4.01 Term & Election of Trustees. A Board of Directors who shall also be known as Trustees shall manage the affairs of the Corporation. There shall be a maximum of fifteen (15) trustees. Trustees shall serve 3-year terms, and terms shall be staggered to allow for an election each year. Trustees shall be elected by members present in person or by proxy at the annual meeting.
4.02 Vacancies. In case of vacancies of Trustee positions, Board of Trustee members may fill these vacancies and they shall serve until replaced or elected by the Board following the next membership meeting. Failure by a Trustee to attend four (4) consecutive meetings constitutes an automatic resignation. A Trustee whose consecutive absences led to a vacancy may be elected to fill that vacancy and start over with a clear attendance record.
4.03 Meetings. Board of Trustee meetings shall occur as needed. Meetings may be held by teleconference or other electronic means. Proxies are not permitted at Board of Trustee meetings.
4.04 Voting. Each member of the Board of Trustees shall be entitled to one (1) vote upon every proposal properly submitted at the meeting. Cumulative voting will not be permitted.
4.05 Quorum. A majority of the Trustees shall be necessary to constitute a quorum for the transaction of business at the Trustee meetings.
4.06 Powers and Duties. The Board of Trustees is responsible for the effective operation of the affairs of the Corporation, shall have control of the general management and business of the Corporation, shall determine the policies of the Corporation, and shall promulgate such guidelines, rules and regulations, consistent with the Article of Incorporation, Bylaws or other laws of the sovereign as the Trustees deem necessary and proper.
In particular, the Board of Trustees shall have authority to regulate and to promulgate guidelines relating to any and all of the following:
A. The Board of Trustees shall be responsible to the members, through its Officers, for the ongoing development, support and services of the Corporation.
B. The Board of Trustees shall be responsible for establishing the yearly budget, supervising expenditures, determining salary scales and benefits of staff, and establishing and maintaining an adequate source of income for the Corporation and monies for future development and expansion of services.
C. The Board of Trustees shall establish and supervise all contracts with salaried and non-salaried personnel, delineate all responsibilities and accountability structures, determine grievance and appeal procedures, and do all things possible to facilitate and enable the staff and volunteers of the Corporation to fulfill all services, programs and responsibilities with the highest quality available.
D. The Board of Trustees shall encourage and enable experimentation to find better methods to achieve the priorities, goals and programs of the Corporation.
E. The Board of Trustees shall organize itself, its own officers, its own personnel, and its own staff for the optimum performance of its responsibilities and the full program and services of the Corporation.
F. The Board of Trustees shall search out and utilize all useful sources of information, skills, guidance and assistance for the betterment of the Corporation.
G. The Board of Trustees shall provide regular and comprehensive reports to the members of the Corporation, and the members of the association of the corporation, and all other interested persons and agencies.
H. The Board of Trustees shall be responsible for convening and planning such meetings and conferences as are necessary to implement the goals of the Corporation.
ARTICLE FIVE – OFFICERS
5.01 Election of Officers. The Board of Trustees following the annual meeting shall elect all Officers of the Corporation for a one-year term. Officers may be elected to more than one “one year” term.
5.02 President. The President shall be the Chief Executive Officer of the Corporation and will, subject to the control of the Board of Trustees, supervise and control the affairs of the Corporation. The President will perform all duties incident to such office and other duties as may be provided in the Bylaws and may be prescribed from time to time by the Board of Trustees.
5.03 Vice President. The Vice President shall perform the duties and exercise all powers of the President when the President is absent or is otherwise unable to act. The Vice President will perform such other duties as designated by the Board of Trustees.
5.04 Secretary. The Secretary will keep minutes of all meetings of Members and of the Board of Trustees, will be the custodian of the corporate records, will give all notices as are required by law or by these Bylaws, and generally will perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned from time to time by the Board of Trustees.
Assistant Secretary. The Board may elect an Assistant Secretary to either assist the current Secretary or in the absence of the current Secretary perform the duties of the Secretary or such tasks as may otherwise be assigned by the Board of Trustees.
5.05 Treasurer. The Treasurer will have charge and custody of all funds of this Corporation, will deposit the funds as required by the Board of Trustees, will keep and maintain adequate and correct accounts of the Corporation’s properties and business transactions, will render reports and accountings to the Trustees and to the Members as required by the Board of Trustees or Members or by law, and will perform in general all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned from time to time by the Board of Trustees.
Assistant Treasurer. The Board of Trustees may elect an Assistant Treasurer to assist the Treasurer or to perform such other acts as may be approved by the Board of Trustees.
5.06 Removal of Officers. Any Officer may be removed by action of the Board of Trustees whenever that Officer fails to perform the duties of his office or commits any act or fails to take action, which results in detriment to the Corporation and its purpose. A majority of the Trustees shall be necessary to constitute a quorum for this action.
5.07 Vacancies. The Board of Trustees shall fill any vacancy in any office until the Board meeting following the next annual membership meeting.
ARTICLE SIX – EXECUTIVE COMMITTEE AND OTHER COMMITTEES
6.01 Committees. The Board of Trustees may, by resolution adopted by a majority of the Trustees, establish one or more committees. Each committee shall consist of one or more Trustees. Any member of the Conservancy may serve on a Committee. At the annual membership meeting the President of the Board shall seek volunteers for each committee. The President, with the approval of the Board of Trustees, shall appoint each committee’s chairperson. Committee chairs shall serve until they resign or are replaced by the President.
6.02 Executive Committee. The Executive Committee shall consist of all officers. It shall have and exercise all powers in the management of the day-to-day business and affairs, and any other authorities of the Corporation, as shall be delegated to the Executive Committee by the Board. All actions of the Executive Committee shall be reported to the Board in minutes or other notification. Executive Committee meetings shall occur as needed. The Executive Committee may meet by teleconference or other electronic means. Written notice (mail, e-mail, fax or other electronic means) or personal notice (phone or in person) of Executive Committee meetings shall be delivered to each Trustee of such meetings when practicable.
The Executive Committee may act on behalf of the Conservancy without prior authorization at a Board meeting if:
A. A majority of the Executive Committee agrees in writing on a common action;
B. The written agreement is sent to the entire Board; and
C. The Board can see (by electronic or other written communication) that a majority of the entire Board has agreed on the action.
6.03 Nominating Committee. The President, with the Board’s affirmation, shall establish a nominating committee of at least three people who shall recommend the nomination of Trustees and Officers for the coming year, and shall report the recommendations at the membership meeting.
ARTICLE SEVEN - OPERATIONS
7.01 Fiscal Year. The fiscal year of the Corporation shall commence on the first day of January and end on the last day of December of each year.
7.02 Compensation of Trustees and Officers. No Trustee or Officer of the Corporation shall be paid any fees for the performance of the duties of his or her office, or other services rendered in furtherance of the Corporation’s purposes.
7.03 Loans to Management. The Corporation will make no loans to any of its Trustees or Officers.
7.04 Books and Records. The Corporation shall maintain books and records, which may be inspected by any Member upon reasonable notice.
ARTICLE EIGHT - SEAL
8.01 Seal. The Board of Directors shall provide a seal as prescribed by law. The imprint of the seal is as follows: (seal)
ARTICLE NINE – AMENDMENT OF BYLAWS AND ARTICLES OF INCORPORATION
9.01 Amendment of Bylaws. The Bylaws may be amended, altered or rescinded in whole or in part at any time by a 2/3 majority of those members present at the Annual Meeting.
9.02 Amendment of Articles of Incorporation. The Board of Trustees of the Corporation may not amend the Articles of Incorporation in the purpose clause in any way to remove the provisions pertaining to the restrictive use of real properties of the Corporation which are to be held as a conservancy to preserve the natural resources thereof as set forth in Paragraph 1.03 of the Bylaws.
ARTICLE TEN – NOTICE
10.01 Notices. Unless otherwise specified in the Bylaws, whenever a meeting is to be held, there shall be written notice which states the place, date and hour of the meeting, and in the case of special meetings, the purpose of said meeting. Also unless otherwise specified in the Bylaws, the notice shall be sent by mail, e-mail, fax or other electronic means a minimum of ten (10) days before the date of the meeting. In the case of annual membership meetings notice shall be sent at least three (3) weeks in advance. If notice of any meeting is by mail, the mailing shall be first class postage prepaid from the location of the office of the corporation to the last known address of each of the persons to be notified. The Secretary shall keep on file the names and addresses of all Members. The notices of all meetings shall be given to each person entitled to vote at the time notice is sent, with dues payment by the time notice is sent required for a person at that time to be entitled to vote.
ARTICLE ELEVEN – EMPLOYEES
11.01 Employees and Assets. The Board of Trustees from time to time shall create such other permanent or part-time positions as may be advisable to carry out the purposes of the Corporation. The Board of Trustees shall regulate, discipline and discharge the agents and employees of the Corporation, as it deems prudent. The Board of Trustees shall establish personnel policies.
ADOPTION OF BYLAWS
Adopted at the annual membership meeting held on September 2, 2002, and most recently revised at the annual membership meeting held on September 5, 2009.
ARTICLE ONE – INTRODUCTORY
1.01 Definition of Bylaws. These Bylaws shall constitute the code of rules and regulations adopted by MOKOMA CONSERVANCY for the regulation and management of its affairs.
1.02 Purposes and Powers. The general nature of the objects and purposes of this Corporation shall be the dedication, application and use of money, other property, real or personal, tangible or intangible, exclusively for religious, charitable, scientific, literary or educational purposes or for the prevention of cruelty to children or animals. As part of the charitable purpose, the Corporation is created for the conservation of nature and natural environment, as well as related education. Such promotion and preservation may include, but not be limited to, any activity which will preserve the natural or current state or real property by preventing or helping to prevent additional structures or improvements being constructed on such real property, preservation of waters, free from pollution or contamination, maintaining natural habitat for fish and wild animals. The Corporation may do such other activities as a 501©(3) organization may do to perform its other duties and purposes.
1.03 Limitations on Activities. In furtherance of these purposes, the following shall apply:
(a) No part of the assets of the Corporation shall inure to the benefit of any Director of the Corporation, Officer of the Corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Corporation, affecting one or more of its purposes), and no Director or Officer of the Corporation, or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Corporation. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office.
(b) Notwithstanding any other provision of these Articles of Incorporation, the Corporation shall not carry on any activities not permitted to be conducted or carried on by an organization exempt from taxation under Section 501©(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended, or by an organization, contributions to which are deductible under Section 170©(2) of the Internal Revenue Code and Regulations as they now exist or as they may hereafter be amended.
(c) Upon dissolution of the Corporation or the winding up of its affairs, the assets of the Corporation shall be distributed exclusively to charitable, religious, scientific, health, literary or educational organizations which would then qualify under the provisions of Section 501©(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.
(d) The Corporation is a 501c(3) nonprofit charitable organization.
ARTICLE TWO – OFFICES AND AGENCY
2.01 Offices. The principal office of the Corporation shall be in the Borough of Laporte, Pennsylvania. This shall be the registered office of the Corporation. The Corporation may also have offices at such other places as the Board of Trustees may from time to time determine.
ARTICLE THREE – MEMBERSHIP
3.01 Qualifications and Designation of Membership. Individuals interested in becoming members shall pay annual dues or one lifetime membership fee established by the Board of Trustees. The membership year for dues shall be January 1 to December 31. Dues shall be due and paid prior to any member being qualified to vote.
3.02 Membership Meetings. A meeting of the membership shall be held each year in Laporte over the Labor Day Weekend or at such other time in August or September as designated by the Board. Special membership meetings may be called at the discretion of the President, five members of the Board of Trustees, or upon the written request of a majority of the members, by giving at least ten (10) days written notice of such meeting to the address of record of the members, stating the purpose thereof, the place and naming the authority by which it is called.
3.03 Quorum. A meeting of members duly called shall not be organized for the transaction of business unless a quorum is present. The presence in person or by proxy of 25% of the eligible voting members and 50% of the Executive Committee shall constitute a quorum. A duly organized meeting can continue to do business even after the withdrawal of enough members to less than a quorum.
The adjournments of any such meeting of the members may be taken at the meeting where the Trustees are to be elected where a quorum is not present. Such meeting shall be adjourned from day to day in order to obtain a quorum. If a meeting cannot be organized because a quorum is not attended, those present may, except as otherwise provided by statute, adjourn the meeting to such time and place as those present may determine. But in the case of a meeting called for an election of directors, those who attend the second such meeting, although less than a quorum, shall nevertheless constitute the quorum for the purpose of electing trustees.
3.04 Notice. Written notice of membership meetings shall include a proxy letter which, if executed by a member and received by the Secretary at or prior to the time of the meeting shall, in accordance with Article 3.03, be considered in determining the presence of a quorum at the meeting.
3.05 Voter Lists. The officer or person in charge of the recording of the paid members shall prepare lists of those qualified to vote at membership meetings. Those who paid dues at that meeting or before shall be entitled to vote.
ARTICLE FOUR – BOARD OF TRUSTEES
4.01 Term & Election of Trustees. A Board of Directors who shall also be known as Trustees shall manage the affairs of the Corporation. There shall be a maximum of fifteen (15) trustees. Trustees shall serve 3-year terms, and terms shall be staggered to allow for an election each year. Trustees shall be elected by members present in person or by proxy at the annual meeting.
4.02 Vacancies. In case of vacancies of Trustee positions, Board of Trustee members may fill these vacancies and they shall serve until replaced or elected by the Board following the next membership meeting. Failure by a Trustee to attend four (4) consecutive meetings constitutes an automatic resignation. A Trustee whose consecutive absences led to a vacancy may be elected to fill that vacancy and start over with a clear attendance record.
4.03 Meetings. Board of Trustee meetings shall occur as needed. Meetings may be held by teleconference or other electronic means. Proxies are not permitted at Board of Trustee meetings.
4.04 Voting. Each member of the Board of Trustees shall be entitled to one (1) vote upon every proposal properly submitted at the meeting. Cumulative voting will not be permitted.
4.05 Quorum. A majority of the Trustees shall be necessary to constitute a quorum for the transaction of business at the Trustee meetings.
4.06 Powers and Duties. The Board of Trustees is responsible for the effective operation of the affairs of the Corporation, shall have control of the general management and business of the Corporation, shall determine the policies of the Corporation, and shall promulgate such guidelines, rules and regulations, consistent with the Article of Incorporation, Bylaws or other laws of the sovereign as the Trustees deem necessary and proper.
In particular, the Board of Trustees shall have authority to regulate and to promulgate guidelines relating to any and all of the following:
A. The Board of Trustees shall be responsible to the members, through its Officers, for the ongoing development, support and services of the Corporation.
B. The Board of Trustees shall be responsible for establishing the yearly budget, supervising expenditures, determining salary scales and benefits of staff, and establishing and maintaining an adequate source of income for the Corporation and monies for future development and expansion of services.
C. The Board of Trustees shall establish and supervise all contracts with salaried and non-salaried personnel, delineate all responsibilities and accountability structures, determine grievance and appeal procedures, and do all things possible to facilitate and enable the staff and volunteers of the Corporation to fulfill all services, programs and responsibilities with the highest quality available.
D. The Board of Trustees shall encourage and enable experimentation to find better methods to achieve the priorities, goals and programs of the Corporation.
E. The Board of Trustees shall organize itself, its own officers, its own personnel, and its own staff for the optimum performance of its responsibilities and the full program and services of the Corporation.
F. The Board of Trustees shall search out and utilize all useful sources of information, skills, guidance and assistance for the betterment of the Corporation.
G. The Board of Trustees shall provide regular and comprehensive reports to the members of the Corporation, and the members of the association of the corporation, and all other interested persons and agencies.
H. The Board of Trustees shall be responsible for convening and planning such meetings and conferences as are necessary to implement the goals of the Corporation.
ARTICLE FIVE – OFFICERS
5.01 Election of Officers. The Board of Trustees following the annual meeting shall elect all Officers of the Corporation for a one-year term. Officers may be elected to more than one “one year” term.
5.02 President. The President shall be the Chief Executive Officer of the Corporation and will, subject to the control of the Board of Trustees, supervise and control the affairs of the Corporation. The President will perform all duties incident to such office and other duties as may be provided in the Bylaws and may be prescribed from time to time by the Board of Trustees.
5.03 Vice President. The Vice President shall perform the duties and exercise all powers of the President when the President is absent or is otherwise unable to act. The Vice President will perform such other duties as designated by the Board of Trustees.
5.04 Secretary. The Secretary will keep minutes of all meetings of Members and of the Board of Trustees, will be the custodian of the corporate records, will give all notices as are required by law or by these Bylaws, and generally will perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned from time to time by the Board of Trustees.
Assistant Secretary. The Board may elect an Assistant Secretary to either assist the current Secretary or in the absence of the current Secretary perform the duties of the Secretary or such tasks as may otherwise be assigned by the Board of Trustees.
5.05 Treasurer. The Treasurer will have charge and custody of all funds of this Corporation, will deposit the funds as required by the Board of Trustees, will keep and maintain adequate and correct accounts of the Corporation’s properties and business transactions, will render reports and accountings to the Trustees and to the Members as required by the Board of Trustees or Members or by law, and will perform in general all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned from time to time by the Board of Trustees.
Assistant Treasurer. The Board of Trustees may elect an Assistant Treasurer to assist the Treasurer or to perform such other acts as may be approved by the Board of Trustees.
5.06 Removal of Officers. Any Officer may be removed by action of the Board of Trustees whenever that Officer fails to perform the duties of his office or commits any act or fails to take action, which results in detriment to the Corporation and its purpose. A majority of the Trustees shall be necessary to constitute a quorum for this action.
5.07 Vacancies. The Board of Trustees shall fill any vacancy in any office until the Board meeting following the next annual membership meeting.
ARTICLE SIX – EXECUTIVE COMMITTEE AND OTHER COMMITTEES
6.01 Committees. The Board of Trustees may, by resolution adopted by a majority of the Trustees, establish one or more committees. Each committee shall consist of one or more Trustees. Any member of the Conservancy may serve on a Committee. At the annual membership meeting the President of the Board shall seek volunteers for each committee. The President, with the approval of the Board of Trustees, shall appoint each committee’s chairperson. Committee chairs shall serve until they resign or are replaced by the President.
6.02 Executive Committee. The Executive Committee shall consist of all officers. It shall have and exercise all powers in the management of the day-to-day business and affairs, and any other authorities of the Corporation, as shall be delegated to the Executive Committee by the Board. All actions of the Executive Committee shall be reported to the Board in minutes or other notification. Executive Committee meetings shall occur as needed. The Executive Committee may meet by teleconference or other electronic means. Written notice (mail, e-mail, fax or other electronic means) or personal notice (phone or in person) of Executive Committee meetings shall be delivered to each Trustee of such meetings when practicable.
The Executive Committee may act on behalf of the Conservancy without prior authorization at a Board meeting if:
A. A majority of the Executive Committee agrees in writing on a common action;
B. The written agreement is sent to the entire Board; and
C. The Board can see (by electronic or other written communication) that a majority of the entire Board has agreed on the action.
6.03 Nominating Committee. The President, with the Board’s affirmation, shall establish a nominating committee of at least three people who shall recommend the nomination of Trustees and Officers for the coming year, and shall report the recommendations at the membership meeting.
ARTICLE SEVEN - OPERATIONS
7.01 Fiscal Year. The fiscal year of the Corporation shall commence on the first day of January and end on the last day of December of each year.
7.02 Compensation of Trustees and Officers. No Trustee or Officer of the Corporation shall be paid any fees for the performance of the duties of his or her office, or other services rendered in furtherance of the Corporation’s purposes.
7.03 Loans to Management. The Corporation will make no loans to any of its Trustees or Officers.
7.04 Books and Records. The Corporation shall maintain books and records, which may be inspected by any Member upon reasonable notice.
ARTICLE EIGHT - SEAL
8.01 Seal. The Board of Directors shall provide a seal as prescribed by law. The imprint of the seal is as follows: (seal)
ARTICLE NINE – AMENDMENT OF BYLAWS AND ARTICLES OF INCORPORATION
9.01 Amendment of Bylaws. The Bylaws may be amended, altered or rescinded in whole or in part at any time by a 2/3 majority of those members present at the Annual Meeting.
9.02 Amendment of Articles of Incorporation. The Board of Trustees of the Corporation may not amend the Articles of Incorporation in the purpose clause in any way to remove the provisions pertaining to the restrictive use of real properties of the Corporation which are to be held as a conservancy to preserve the natural resources thereof as set forth in Paragraph 1.03 of the Bylaws.
ARTICLE TEN – NOTICE
10.01 Notices. Unless otherwise specified in the Bylaws, whenever a meeting is to be held, there shall be written notice which states the place, date and hour of the meeting, and in the case of special meetings, the purpose of said meeting. Also unless otherwise specified in the Bylaws, the notice shall be sent by mail, e-mail, fax or other electronic means a minimum of ten (10) days before the date of the meeting. In the case of annual membership meetings notice shall be sent at least three (3) weeks in advance. If notice of any meeting is by mail, the mailing shall be first class postage prepaid from the location of the office of the corporation to the last known address of each of the persons to be notified. The Secretary shall keep on file the names and addresses of all Members. The notices of all meetings shall be given to each person entitled to vote at the time notice is sent, with dues payment by the time notice is sent required for a person at that time to be entitled to vote.
ARTICLE ELEVEN – EMPLOYEES
11.01 Employees and Assets. The Board of Trustees from time to time shall create such other permanent or part-time positions as may be advisable to carry out the purposes of the Corporation. The Board of Trustees shall regulate, discipline and discharge the agents and employees of the Corporation, as it deems prudent. The Board of Trustees shall establish personnel policies.
ADOPTION OF BYLAWS
Adopted at the annual membership meeting held on September 2, 2002, and most recently revised at the annual membership meeting held on September 5, 2009.
Wednesday, August 12, 2009
Monday, February 9, 2009
New growth due to Deer Fencing
AFter two years of the the protection of deer fencing, which was installed in 2007.
a group of conservancy volunteers walked the Mokoma Conservancy's perimeter, and saw
the new growth that has been taking place. Without the deer feeding on the young trees, both the trees which were planted and the germinated seeds which have been in the ground from before the logging operation took place fifteen years ago.
Tom Undercoffler took these photos, whowing the extensive fencing operation that will protect the vforty acres that are fenced off. After a period of seven years, this fencing can be moved to another location, to reforrest another section of the 243 acres of conservancy land.
Found Lake trail
A group of avid woodsmen, including Ruth Rode, has blazed a trail up to Found Lake. A board walk over the marshy land gives access to the area.
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