CSF Bylaws and Management Directives

 

CUMBERLAND COUNTY COALITION

FOR A SUSTAINABLE FUTURE

 

 

BYLAWS

 

 I.   NAME AND PURPOSE

 

A. The name of this organization shall be the Cumberland County Coalition for a Sustainable Future, 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 organized for the purposes described in its articles of incorporation and shall conduct itself  in a manner consistent with its status as a 501( c ) 3 tax exempt organization under the Internal Revenue Code.

 

II.   MEMBERSHIP      

 

A. The voting membership of this organization shall consist of the Board of  Directors.

 

B. The Board of Directors may establish categories of non-voting membership and may set annual dues for all members of this organization.

 

III.   BOARD OF DIRECTORS                                                                                          

 

A. The  Board of Directors shall consist of the four executive officers and three additional persons who shall serve as general board members. 

 

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 four board members. Notice of any meeting shall be given to the board members at least 10 days prior to such 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. All members of the Board shall be elected for two year terms at the annual meeting held in the fourth quarter of odd-numbered years.  The newly elected board members shall begin their terms on the first day of the year following their election.                                         

 

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 and their duties shall be:

 

A. President. The president shall serve as the chief executive officer of this organization and shall 1) call and preside at all meetings; 2) serve as official spokesperson; and 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 that 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 expenditure or commitment of organization funds or resources in excess of  $250.00 shall require the approval of the Board of Directors.

 

B. No board member shall enter into any legal obligation on behalf of this organization without the 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 the 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. Three board members present at a duly convened meeting of the Board of Directors shall constitute a quorum for the purpose of transacting the business of this organization.

 

B. Two members of the Executive Committee shall constitute a quorum  for the purposes 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 interests 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 reasons 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 these  bylaws  at a duly convened meeting provided that written notice of the proposed amendment be given to the  board members at least 7 days prior to any vote to amend.

 

B. Management Directives regarding the implementation and interpretation of these 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 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.

 

 

ADOPTED:  March 10, 2010 by a majority of duly elected members of the

Board  of  Directors of the Cumberland County Coalition for a Sustainable Future.

 

_________________________________________    President

 

----------------------

 

MANAGEMENT  DIRECTIVES

 

 

No. 2010-1

 

Subject:  Fiscal Year

 

The fiscal year of this organization shall be from October 1 to September 30.

 

Adopted:  March 10, 2010

 

No. 2010-2

 

Subject: Notice to Board Members

 

Any notice required to be given to the members of the Board of Directors may be given by U.S. Mail or electronic mail (email).

 

Adopted:  March 10, 2010

 

No. 2010-3

 

Subject: Authority to Sign Checks

 

The president and/or the treasurer are authorized to sign the checks and other financial documents of this organization.

 

Adopted:  March 10, 2010

 

No. 2010-4

 

Subject: Electronic Filings

 

The Executive Officers are authorized to open electronic accounts for this organization with the PA Corporation Bureau and the IRS and to keep these accounts up to date and submit any information required by these agencies.

 

Adopted:  March 10, 2010

 

 

No. 2010-5

 

Subject: Proxy Voting

 

A vote by written proxy, as to a specific issue or matter only, shall be accepted if such proxy designates a Board member to exercise the proxy and it is signed and dated by the Board member whose proxy is be given.

 

Adopted:  March 10, 2010

 

-------------------------

                                                      

 

 

April 30, 2013

 

RESOLUTIONS OF THE BOARD

 

On March 13, 2013, the Board of  Directors of the Cumberland County Coalition for a Sustainable Future resolved, in accord with Article II. B. of  its Bylaws, to expand its membership to include all members of the Cumberland Conservation Collaborative. The Board further resolved to authorize the Leadership Committee of the Collaborative to implement the following measures  in an orderly manner.

  • Change  the name of the Coalition to the Cumberland Conservation Collaborative;

  • File appropriate notices of change of name and address with the Internal Revenue Service and the Pennsylvania Department of State;

  • Oversee the adoption of new Bylaws and the election of  new officers.

The Coalition Board also resolved that, upon the completion of these measures, all Board members will resign and the financial account of the organization will be placed under the control of the newly elected officers.

 

 

 

___________________                                           _________________

Ron Skubecz , President                                          Tanya Wagner, Secretary