CCC Bylaws

I.    NAME AND PURPOSE 
A.    The name of the organization shall be the Cumberland Conservation Collaborative, a nonprofit corporation organized under the Pennsylvania Nonprofit Corporation Law of 1988 on March 10, 2010 by amendment of the articles of incorporation of the Susquehanna Conference, a Pennsylvania nonprofit corporation organized on February 8, 1995. 
B.    This organization is a nonprofit 501c(3) partnership of community organizations,        business leaders, educational institutions, governmental agencies and citizens (i.e., general members) united in voice and action to enhance the quality of life in Cumberland County by restoring, enhancing and protecting our natural resources. 
 
II.    MEMBERSHIP 
A.    The voting membership of this organization shall consist of the Board of Directors for general operating purposes: although, the Board of Directors will be self-appointed.  That is, the general members of the organization will not have a vote in the election of the Board of Directors. 
B.    The Board of Directors may establish categories of non-voting general members and may set annual dues for all members of this organization. 
C.    The Board of Directors will hold a minimum of four general member meetings per year. 
 
III.    BOARD OF DIRECTORS 
A.    The Board of Directors shall consist of four executive officers and three additional persons who shall serve as Board members at large.  Total Board membership is seven. To be eligible, one must already be a general member. 
B.    The Board of Directors shall be responsible for the overall direction and management of this organization and shall adopt such policies and undertake such programs and activities as will further its purposes. 
C.    The Board of Directors shall meet at least once annually during the fourth quarter of each calendar year and at such other times as it deems necessary.  Meetings shall be held at the call of the president or the call of any two Board members.  Notice of any meeting shall be given to the Board members at least 10 days prior to the meeting. 
D.    A majority vote of the Board members present at a duly convened meeting shall be authorized to transact the business of this organization.  Voting by proxy may be allowed as the Board directs. 
 

IV.    ELECTION OF BOARD MEMBERS 
A.    Members of the Board shall be elected for 2-year terms at the annual meeting held in the fourth quarter of each year.  The newly elected Board members shall begin their terms on the first day of the year following their election.  The election of Board members shall be structured in such a way that four members will be elected in one election cycle and three members will be elected in the next election cycle.  A Board member may serve for three consecutive full terms. Additional terms may be added at the discretion of the board with a super majority. 
B.    When a vacancy occurs in the office of president, the vice president shall become president for the remainder of the unexpired term.  When a vacancy occurs in any other Board seat, the president shall, with the approval of the Board, appoint a replacement to complete the unexpired term. 
 
V.   EXECUTIVE OFFICERS 

The executive officers shall be elected for 1-year terms and may serve three consecutive terms. Additional terms may be added at the discretion of the board with a super majority. Their duties shall be: 

A.    President.  The president shall serve as chief executive officer of this organization and shall 1) call and preside at all meetings; 2) serve as official spokesperson; 3) do all things necessary and proper to carry out the policies and programs of this organization. 
B.      Vice President.  The vice president shall exercise the powers and perform the duties of the president during the absence or disability of the president.   
C.    Treasurer.  The treasurer shall receive, deposit and disburse the funds of this organization and shall manage its financial accounts.  The treasurer shall surrender all books and financial records to any successor treasurer in a timely and orderly manner. 
D.    Secretary.  The secretary shall keep the minutes and records of this organization and surrender such items to any successor secretary in a timely and orderly manner. 
 
 
VI.   COMMITTEES 
A.    Executive Committee.  The Executive Committee shall be a standing committee consisting of the four executive officers.  It shall be authorized to act with respect to all organization matters except it may not:  1) fill vacancies on the Board; 2) amend or repeal these bylaws; 3) amend or repeal resolutions of the Board; or 4) act on matters committed by resolution to another committee. 
B.    The president shall be authorized to break any tie vote with respect to any matter before the Executive Committee. 
C.    Other Committees.  The Board may create such additional committees as it deems necessary to carry out the policies and programs of this organization.  The Board shall appoint all committee chairpersons and committee members.  Any member of this organization may serve as a committee chair or committee member.   
 
 
VII.   FISCAL MATTERS 
A.    Any single expenditure or commitment, or total of individual expenditures or commitments, which total $1000.00 in a calendar quarter shall require approval of the Board of Directors.   
B.    No Board member shall enter into any legal obligation of this organization without prior approval of the Board of Directors.  Under no circumstance will this organization accept responsibility for any contract, financial commitment or legal obligation entered into by any member without approval of the Board. 
C.    The treasurer shall give a complete and accurate report on the financial accounts of the organization at the annual meeting of the Board of Directors and at such other times as the Board may direct. 
 
VIII.  QUORUM 
A.    Four Board members present for a duly convened meeting of the Board of Directors shall constitute a quorum for the purpose of transacting the business of this organization. 
B.    Three members of the Executive Committee shall constitute a quorum for the purpose of transacting the business of the committee. 
 
IX.    REMOVAL OF BOARD MEMBERS 
A.    The Board may remove a member from the Board for conduct contrary to the best interest and goals of this organization. 
B.    The Board shall not vote to remove a Board member unless such member has been given at least 14 days written notice of the reason for the proposed removal and a full and fair opportunity to be heard in defense. 
C.    A vote to remove a Board member shall only be taken at a duly convened meeting of the Board. 
 
X.    AMENDMENTS AND MANAGEMENT DIRECTIVES 
A.    The Board may amend the bylaws at a duly convened meeting provided that written notice of the proposed amendment be given to the Board members at least seven days prior to any vote to amend.  A super majority; i.e., two-thirds of the Board of Directors, is required to amend the bylaws.   
B.    Management directives regarding the implementation and interpretation of the bylaws may be adopted by the Board at a duly convened meeting and shall remain in effect until amended or repealed by later Board action. 
 
XI.   DISSOLUTION 
A.    The Board may vote to dissolve this organization at a properly convened meeting of the Board provided that at least 21 days prior notice shall have been given to the members of the Board. 
B.    After proper notice of the dissolution has been filed with the appropriate government entities, the Board of Directors shall transfer any remaining organization assets to a Pennsylvania nonprofit corporation whose purposes are compatible with the purposes of this organization.