Five Rivers Conservation Trust Bylaws

ARTICLE I – Name, Principal Office and Purposes

The name, principal office and purpose of the corporation shall all be as set forth in the Articles of Agreement as from time to time amended.

ARTICLE II – Board of Trustees

Section 1. Number of Trustees

The Board of Trustees shall consist of at least ten (10) and no more than seventeen (17) persons, as determined by the Board of Trustees.

Section 2. Quorum and Adjournments

(a) At all meetings of the Board of Trustees, the presence of at least a majority of the trustees then holding office shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law, by the Articles of Agreement, or by these Bylaws.
(b) A majority of the trustees present at the time and place of any regular or special meeting, although less than a quorum, may adjourn the same from time to time without notice, until a quorum shall be present.

Section 3. Powers of Trustees

Subject to limitations of the Articles of Agreement, other sections of these Bylaws and New Hampshire law, all corporate powers of the corporation shall be exercised by or under the authority of, and the business and affairs of the corporation shall be controlled by, the Board of Trustees. Without limiting the general powers, the Board of Trustees shall have the following powers:

(a) To select and remove all of the officers, agents, and employees of the corporation, and prescribe such powers and duties for them.
(b) To conduct, manage, and control the affairs and business of the corporation.
(c) To borrow money and incur indebtedness for the purposes of the corporation, and for that purpose to cause to be executed and delivered, in the corporate name, promissory notes, bonds, debentures, mortgages, pledges, hypothecations, or other evidence of debt and securities.

Section 4. Election, Appointment, Qualifications, and Term of Office

Trustees shall serve three year terms. No trustee may serve more than two three year terms in succession. Trustees shall be elected at each annual meeting of the trustees to fill vacancies created by the impending completion of terms. In filling vacancies, the board of trustees shall endeavor to provide for a representation of a broad cross section of the region served by the corporation with preference in the selection of trustees given where consistent with the best interests of the corporation to those persons who have shown or expressed an interest in land conservation and to persons who have not served as trustees for two three (3) year terms.

Section 5. Vacancies

Vacancies in the Board of Trustees occurring during a term shall be filled by a majority vote of the remaining trustees then in office, even though less than a quorum. A successor trustee so elected shall serve for the unexpired term of his or her predecessor.

Section 6. Compensation

The trustees shall receive no compensation for their services as such, but may be reimbursed out-of-pocket expenses incurred in the performance of work for the corporation.

Section 7. Removal

A trustee may be removed from office with or without cause by the vote of two-thirds of the remaining trustees.

ARTICLE III – Meetings

Section 1. Annual Meeting

The annual meeting of the Board of Trustees shall be held before July 1 each year at a time and place to be determined by the chairman. Notice of the time and place of the annual meeting shall be delivered by hand, regular mail or electronic means, to each trustee and to the membership by the same method by the secretary at least fourteen (14) days before the date of the meeting.

Section 2. Special Meetings

Special meetings of the Board of Trustees for any purpose or purposes may be called at any time by the chairman or by a majority of trustees. Written notice of the time and place of special meetings shall be given in the same manner as for the annual meeting, provided that such notice shall also include a statement of the purposes for which the special meeting is called and shall be delivered, mailed or sent by e-mail at least seven (7) days before the meeting.

Section 3. Place of Meetings

Regular meetings and special meetings of the Board of Trustees shall be held at a place to be determined by the chairman.

Section 4. Voting

A majority of the Trustees shall constitute a quorum. All matters considered at a meeting shall be decided by a majority vote of those present unless greater proportion is required by law or otherwise specified in the Articles of Agreement or these Bylaws, each trustee having one vote. All votes shall be by voice vote, except that upon request of any trustee present a vote by secret ballot shall be taken.

Section 5. Participation by Telephone

Trustees may participate in a meeting through the use of a conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another. Participation in a meeting pursuant to this section constitutes presence in person at such meeting.

Section 6. Waiver and Consent

The transactions of any meeting of the Board of Trustees, however called and noticed and wherever held, shall be as valid as though conducted at a meeting held after regular call and notice, if a quorum is present and if either before or after the meeting each of the trustees not present signs a written waiver of notice, a consent to hold the meeting or an approval of the minutes. All such waivers, consents, or approvals shall be made a part of the minutes of the meeting.

Section 7. Action Without a Meeting

Any action by the Board of Trustees may be taken without a meeting if a majority of all the trustees consent in writing including by electronic communication to such action. Such written consents shall be filed with the minutes of the proceedings of the Board of Trustees.

ARTICLE IV – Officers

Section 1. Officers

The officers of this corporation shall be a chairman, vice-chairman, secretary, and treasurer, and such other officers as the Board of Trustees may appoint. The chairman, vice-chairman, secretary and treasurer shall be chosen from among the trustees, but the other officers need not be trustees. The officers shall serve at the pleasure of the Board of Trustees.

Section 2. Elections

The Board of Trustees, at its annual meeting, shall elect all officers of the corporation for terms of one year, or until their successors are elected and qualified.

Section 3. Vacancies

A vacancy in any office because of death, resignation, removal, disqualification, or otherwise shall be filled by the Board of Trustees.

Section 4. Chairman

Subject to the control of the Board of Trustees, the chairman shall have general supervision, direction, and control of the business and affairs of the corporation and shall supervise the Executive Director of the Corporation. The chairman shall preside at all meetings of the members and trustees, and shall have such other powers and duties as may be prescribed from time to time by the Board of Trustees.

Section 5. Vice Chairman

In the absence or disability of the chairman, the vice chairman shall perform all the duties of the chairman and in so acting shall have all the powers of the chairman. The vice chairman shall have such other powers and perform such other duties as may be prescribed from time to time by the Board of Trustees.

Section 6. Secretary

The secretary shall keep a full and complete record of the proceedings of the Board of Trustees, shall make service of such notices as may be necessary or proper, shall take minutes of all meetings of the Board of Trustees, shall supervise the keeping of the records of the corporation, and shall discharge such other duties of the office as are prescribed by the Board of Trustees.

Section 7. Treasurer

The treasurer shall receive and safely keep all funds of the corporation and deposit them in the bank or banks that may be designated by the Board of Trustees. Those funds shall be paid out only on checks of the corporation signed by an officer of the corporation or by such person as may be authorized from time to time by the Board of Trustees. The treasurer shall have such other powers and perform such other duties as may be prescribed from time to time by the Board of Trustees.

ARTICLE V – Executive Director

The Executive Director of the corporation shall manage the daily operations of the corporation under the direction and supervision of the Board of Trustees. The Executive Director shall be responsible for coordinating the implementation of the corporation’s policies and projects and such other duties as the Board of Trustees may require. The Executive Director shall receive for his or her services such compensation as may be determined by the Board of Trustees.

ARTICLE VI – Committees

Section 1. Standing Committees

The corporation shall have four (4) standing committees, which shall be entitled: (i) Membership, Outreach and Development, (ii) Land Protection and Stewardship; (iii) Finance; and (iv) Governance. The Membership, Outreach and Development committee shall be responsible for recommending to the Board of Trustees workplans relating to maintaining and growing the corporation’s membership; communications and outreach; and income development. The Land Protection and Stewardship committee shall be responsible for evaluating and recommending to the Board of Trustees projects and workplans relating to land conservation, including but not limited to the protection and stewardship of fee, easement, and executory-interest properties. The Finance Committee shall be responsible for overseeing the financial well-being of the organization, including comparing fundraising and other revenues against expenditures, setting investment policies, reviewing the financial reports at least quarterly and examining financial reviews and tax filings. The Governance Committee shall be responsible for overseeing the process of nominating trustees and officers, drafting and reviewing policies, and providing guidance to trustees and staff regarding interpretation of policies.

Each committee shall consist of (i) a chairperson who shall be responsible for directing and coordinating the affairs of the committee, each of whom shall be a Trustee or other person appointed by the Board of Trustees, and (ii) one or more other persons, who need not be Trustees, appointed by the committee chairperson. The committees shall be responsible for implementing workplans approved by the Board of Trustees, subject to the oversight of the Board of Trustees.

Section 2. Executive Committee

The Executive Committee shall consist of the Chairman, Vice Chairman, Treasurer and Secretary and may include the Immediate Past Chairman as an ad hoc member of the Executive Committee for one year immediately following the completion of the term as Chairman, with the option of a second year, in either case, at the invitation of and election by the Board of Trustees. The purpose of the office is to provide the Corporation with the benefits of having an individual experienced in the office of Chairman and to ensure continuity of understanding of the business of the Corporation. The Executive Committee shall have all powers of the Board of Trustees except that it may not:

(i) approve or propose actions of the members of the corporation;
(ii) fill vacancies on the Board of Trustees or any of its committees;
(iii) amend the articles of agreement;
(iv) adopt, amend or repeal bylaws; or
(v) approve a plan of merger or sale of substantially all of the assets of the corporation.

Section 3. Other Committees

From time to time, the Board of Trustees may divide the work of the corporation into separate tasks and may establish such ad hoc or regular committees as may be deemed necessary or desirable in connection with the operation of the corporation’s programs and assign the tasks among such committees. The Board of Trustees shall designate a trustee to serve as chairman of each such committee and may either designate other members of such committee or allow the chairman of such committee to designate such other committee members. Such other committee members need not be trustees. Such committees shall carry out their assigned tasks subject to the review and approval of the Board of Trustees.

Section 4. Committee Procedure

Sections 2 through 7 of Article III concerning notice of meetings, voting, quorum, actions without meeting and telephonic meetings shall apply to committees of the Board of Trustees and of the corporation (in the latter case; references to trustees shall be construed to refer to committee members).

ARTICLE VII – Membership

Membership in the corporation shall be open to persons interested in the purposes of the corporation who satisfy the criteria for membership established by the Board of Trustees from time to time. Members shall be invited by the Board of Trustees to each annual meeting of the Board of Trustees to hear a report of the trustees and participate in discussions as to activities of the corporation over the past year and planned activities for the forthcoming year. In addition, although notices of other meetings of the Board of Trustees are not required to be given to members, members may inquire of the secretary as to the scheduling of any such meeting and attend any such meeting.

The chairman shall allocate at least fifteen minutes for the presentation of issues by any members present at any meeting of the Board of Trustees. The Board of Trustees may close to members the portion of any meeting during which there is discussion or deliberation or negotiations which the Board of Trustees desires to be a confidential or otherwise sensitive nature.

ARTICLE VIII – Transactions with Interested Parties

Section 1. Definitions

(A) “Financial interest” shall mean any interest in a transaction exceeding $500.00 in value for any officer, executive director, or trustee on an annual aggregate basis. An “indirect” financial interest arises where the transaction involves a person or entity of which an officer, executive director or trustee or a member of the immediate family of the director, officer or trustee is a proprietor, partner, employee or officer.
(B) “Pecuniary benefit transaction” shall mean a transaction with the corporation in which an officer, executive director or trustee of the corporation has a financial interest, direct or indirect. However, the following shall not be considered as pecuniary benefit transactions:
- (1) reasonable compensation for services of an executive director, and expenses incurred in connection with official duties of an officer or trustee;
- (2) a benefit provided to an officer, executive director or trustee or member of the immediate family thereof if:
  - (a) the benefits are provided or paid as part of programs, benefits or payments to the members of the general public; and
  - (b) the corporation has adopted written eligibility criteria for such benefits in accordance with the Bylaws or applicable law; and
  - (c) the officer, executive director, trustee, or family member meets all of the eligibility criteria for receiving such benefits.

(3) A continuing transaction entered into by the corporation, merely because a person with a financial interest therein subsequently becomes an officer, executive director or trustee of the corporation.

Section 2. Approval and Disclosure

No contract or other transaction between the corporation and one or more of its Trustees, the executive director or officers or between the corporation and any other corporation, firm, association or entity in which one or more of its Trustees, executive director or officers are trustees, directors or officers or are financially interested (hereinafter collectively referred to as an “Interested Party”) shall be either void or voidable because of the relationship or interest or because the Trustee or Trustees or a committee of the Board of Trustees, following a full discussion of the relationship or interest, authorizes, approves or ratifies the contract or transaction, if:

(A) The transaction or contract is for goods or services used in the ordinary course of the corporation’s business, and such goods or services are provided at actual, reasonable or discounted value;
(B) The contract or transaction is fair and reasonable to the corporation, meaning that the terms thereof are no less favorable to the corporation than it could obtain in a comparable arms-length transaction with a person other than an Interested Party;
(C) For transactions aggregating more than Five Thousand Dollars ($5,000) in one fiscal year with a particular Trustee, prior to consummating the transaction a notice of the proposed transaction is published in a newspaper of general circulation in the community in which the principal New Hampshire office of the corporation is located, and written notice is given to the Director of Charitable Trusts of the Office of the New Hampshire Attorney General;
(D) The fact of the relationship or interest is disclosed or known to the Board of Trustees or a committee which, following notice, disclosure and a full and fair discussion of the all material facts of the transaction and the relationship or interest, authorizes, approves or ratifies the contract or transaction by a two-thirds (2/3) vote or consent of the entire Board of Trustees, without the participation, voting or presence of any Trustee or officer with a financial interest in the transaction or who has had a pecuniary benefit transaction with the corporation in the same fiscal year, except as the Board may require to answer questions regarding the transaction; and
(E) All votes by disinterested Trustees approving or ratifying such contracts or transactions shall be fully recorded in the records of the proceedings of the Board of Trustees; and the corporation shall maintain a list of each pecuniary benefit transaction, including the names of those to whom the benefit accrued and the amount of the benefit; and shall keep such list available for inspection by members of the Board of Trustees and contributors to the corporation.

Notwithstanding any other provision of this Article VIII, a contract, transaction, or other pecuniary benefit shall not be permitted if such contract, transaction or pecuniary benefit involves a purchase, sale or a five (5) or more year lease of real estate to or from a Trustee or officer of the corporation without probate court approval; or the contract, transaction or pecuniary benefit involves a loan of money or property to a Trustee or officer of the corporation. However, this paragraph shall not apply to a bona fide gift of an interest in real estate to a charitable trust by a director, officer, or trustee of the charitable trust.

The provisions of this Article VIII shall not apply to transactions between the corporation and its incorporators, members, volunteers or other contributors who are not also Trustees or officers of the corporation, provided that such transactions are fair to the corporation.

ARTICLE IX – Indemnification

Each trustee, officer and committee member shall be indemnified by the corporation, to the fullest extent allowed by law, against any and all claims and liabilities to which such trustee, officer and committee member has become subject by reason of serving or having served as such trustee, officer and committee member, or by reason of any action alleged to have been taken, omitted, or neglected as such trustee, officer and committee member; and the corporation shall reimburse each such person for all legal expenses reasonably incurred in connection with any claim of liability, provided however, that no such person shall be indemnified against, or be reimbursed for, any expense incurred in connection with any claim or liability arising out of such trustee’s, officer’s and committee member’s own willful misconduct or gross negligence. The corporation may purchase insurance to fund its indemnification obligation above-described.

ARTICLE X – Fiscal Year

The fiscal year of the corporation shall begin on the 1st day of April in each year, or on such other day as may be fixed by vote of Board of Trustees.

ARTICLE XI – Inspection of Books and Papers

All books, papers and documents of every kind belonging to the corporation, wherever located shall be open to the inspection of the trustees at the offices of the corporation at all reasonable times upon request.

ARTICLE XII – Emergency Bylaws

Section 1. Authority for Emergency Bylaws

When a quorum of the corporation’s Board of Trustees cannot be readily assembled because of a catastrophic event, the following provisions of this Article XII shall be effective during such emergency.

Section 2. Call and Notice of Emergency Board Meetings

Any one member of the Board of Trustees or any one of the chairman, vice chairman, treasurer or secretary, may call a meeting of the Board of Trustees. Notice of such meeting need be given only to those Trustees whom it is practical to reach, and may be given in any practical manner, including by publication and radio. Such notice shall be given at least six (6) hours prior to commencement of the meeting.

Section 3. Temporary Directors and Quorum

One or more officers of the corporation present at the emergency board meeting, as is necessary to achieve a quorum, shall be considered to be Trustees for the meeting, and shall so serve in order of rank, and within the same rank, in order of seniority. If less than a quorum (as determined by Section 4 or Article III) of the Trustees are present (including any officers who are to serve as Trustees for the meeting), those Trustees present (including the officers who are to serve as Trustees for the meeting) shall constitute a quorum.

Section 4. Actions Permitted to Be Taken

The Board as constituted in Section 3, and after such notice as set forth in Section 2, may:

(A) prescribe emergency powers to any officer of the corporation;
(B) delegate to any officer or Trustee any of the powers of the Board of Trustees;
(C) designate lines of succession of officers and agents, if any of them are unable to discharge their duties;
(D) relocate the principal place of business or designate successive or simultaneous principal places of business; and
(E) take any other action, convenient, helpful, or necessary to carry on the business of the corporation.

ARTICLE XIII – Amendment of Bylaws

These Bylaws may be amended or repealed and new bylaws may be adopted at any meeting of the Board of Trustees, provided that written notice of any such proposed action is given to all trustees at least five (5) days prior to such meeting in a manner provided above for notice of special meetings. Adoption of Bylaw changes shall be by affirmative vote of two-thirds of the trustees serving on the Board of Trustees at the time of the meeting.