BY-LAWS OF THE
The Coalition of Vermont Lakes, Inc.
The mission of The Coalition of Vermont Lakes, Inc., hereafter referred to as TCVL, is to contribute to the protection, restoration and enhancement of all lake and pond resources of 5,000 acres or less, contributing water sources and adjoining shorelines in the State of Vermont. Working with the State of Vermont and various lake and pond associations, TCVL will coordinate education, research and monitoring projects that contribute to our understanding of the freshwater resources in Vermont. From the results of the research and monitoring, TCVL will initiate, coordinate and help to resource education programs for Vermont citizens and lake residents. The ultimate goal of these programs is to contribute to the enhancement of Vermont’s lakes and ponds eco-systems. TCVL will undertake this mission through direct work with the various lake and pond associations in the State of Vermont and will undertake to represent commonly shared values and positions to the appropriate representatives of the State of Vermont.
Article II--Activities to Support the Mission
Specific activities to support the TCVL’s mission may include:
Monitoring Vermont State legislation, regulation and policy with regards to lakes, lake shores and environmental matters
Coordinating with all lake associations in the State of Vermont
Monitoring and promulgating all appropriate research in limnology and related environmental science that will aid lake associations to fulfill their missions
Distributing information to public and private organizations and to the general public
Encouraging appropriate studies and research
In carrying out its mission, the TCVL also may:
Receive, accept gifts of, take by bequest, or otherwise own tangible personal and real property including money in investment securities to be invested and distributed to assist the TCVL in pursuing its goals
Engage in any lawful activity or activities for which non-profit corporations or TCVLs may be organized under Vermont Non-Profit Corporation Act.
However, in no event shall any of the assets or property of the TCVL or the proceeds of any of these assets be distributed to any Member or Members of the TCVL either for reimbursement of a sum contributed or donated by such Members. If the TCVL were to dissolve or if the TCVL were to cease to carry out its mission as set forth in this Article II and Article I above, all of the TCVL’s property or assets shall go to and be distributed exclusively for a charitable purpose to be selected by its Board of Trustees, such purpose to be within the scope and meaning of the applicable regulations of Section 501 (c)(3)of the Internal Revenue Code. This procedure is further described in Article XIII below.
Shall be a non-profit, non-political, charitable and educational organization within the meaning of Section 501 (c)(3) of the Internal Revenue Code of 1986,
Have no capital stock and shall be composed of Members rather than stockholders, and
Shall be managed by a Board of Trustees.
1. Membership in the TCVL shall be open to any person who supports the mission and goals of the TCVL. There are three categories of membership:
Voting Members shall consist of two representatives from each lake association in good standing and will be appointed by each lake association
Associate Members shall consist of persons who are in good standing and shall be accorded all rights of Voting Members except the right to vote.
The Annual Meeting, with the advice of the Board of Trustees, shall establish annual dues for Voting Members and Associate Members membership.
Before becoming a Member or Associate Member, an application for membership must be completed and the appropriate annual dues must be paid.
Article V—Membership Dues
Payment Amounts. The Board of Trustees may present a change in dues to any Annual Meeting. Approval at the Annual Meeting by a simple majority is required before any change in dues is to be considered as approved.
Effective Date of Change. The effective date of any change in dues levels shall be the first day of the Fiscal Year after its approval.
Payment of Dues. Membership dues will be solicited at the beginning of each calendar year. Current Membership status will be recognized by the delivery of a receipt after the dues payment has been processed.
Resignation. Any Member may resign membership by giving written notice of resignation to the Secretary. Such resignation shall be effective upon written acknowledgement of the resignation by the Secretary. In addition, any Member who fails to pay his or her pertinent annual dues by each Annual Meeting shall be deemed to have resigned as of that date.
Article VI—Meetings of Members
Place and Time. Meetings of Members shall be held at such place and time as the Trustees may designate. That information will be communicated to the Members in the notice of the Meeting. The Annual Meeting shall be during the month of July at the call of the President, subject to the approval of the Executive Committee.
Notice. Notice setting the time and place of such Annual Meeting shall be mailed to each Member at the address in the TCVL’s records at least ten (10) days prior to the Annual Meeting.
Mailed. The word “mailed” as used in these By-Laws shall include the use of the United States Postal Service or similar delivery service, telephonic communication, and electronic communication, including email. The Board of Trustees shall use due diligence to ensure that all Members receive all appropriate communications.
Special Meetings. Special Meetings may be called at any time by the President, Executive Committee or 10 current Voting Members in good standing who sign, date and deliver to the President or Secretary one or more written demands for the Meeting. The demand must describe the purpose or purposes for which the Meeting is to be held. A notice setting forth the time, place and purpose of any Special Meeting shall be mailed to each member at least five (5) days prior to such Meeting. No business shall be transacted at a Special Meeting except as stated in the notice; however, this provision may be waived if two-thirds of the total membership provides consent.
Quorum. Any simple majority of Voting Members in good standing shall constitute a quorum at any meeting of the TCVL’s membership.
Voting. Each Trustee shall be entitled to one (1) vote at any Annual or Special Meeting. A majority vote of Trustees present and voting at any Annual or Special Meeting is required for any measure, unless specifically required otherwise by these By-Laws.
Procedure. The most recent Revised Edition of Robert’s Rules of Order shall be in force at any TCVL Meeting. The President has the discretion to recognize persons who are not part of any TCVL membership category to speak.
Order of Business. The following Order of Business shall be observed at all Annual and Special Meetings, insofar as is practical:
Reading, correction and approval of minutes of previous Meeting (s)
Report of Officers
Report of committees
Election of Trustees
Membership. The Board of Trustees shall consist of the Voting Members.
Qualification. Each Trustee must at the time of election be a Member in good standing of their own lake association and must continue to be a Member in good standing during the Trustee’s term.
Conflict of Interest. A Trustee is expected to act in an ethical fashion. Consistent with this policy, each Trustee must submit annually to the Secretary that no possible conflict of interest exists between personal and/or family financial interests and the TCVL’s interests. If a potential conflict is identified, the President shall appoint an ad hoc committee of three (3) disinterested Trustees who will conduct an appropriate investigation and provide a timely written report of findings to the President. The President will be responsible for further implementation of action, if any.
Vacancy. Any vacancy in the Board of Trustees by reason of death, resignation or other cause shall be filled by the remaining Trustees choosing a Member in good standing to serve as Trustee until the next Annual Meeting. That period of service as a Trustee shall not count toward the limit of two consecutive terms described in Paragraph VII, 1 above.
Meetings. The Trustees shall schedule at least two (2) meetings in a 12-month period.. Special Meetings may be called by any five (5) Trustees or the President by giving five (5) days’ notice by mail or email to each Trustee. A majority of the Trustees shall constitute a quorum.
Resignation. Any Trustee absent from three (3) consecutive Meetings without “good cause” may, at the President’s discretion, be considered to have resigned. “Good cause” shall be any reason for which absence is excused by the President. However, a Trustee terminated under this provision may appeal within 30 days to the Board of Trustees for reconsideration under Paragraph VII. 7 below.
A Trustee may be removed from office at any regularly scheduled or Special Meeting with the approval of two-thirds (2/3) of the Trustees present and voting at the meeting. However, before any such consideration by the Board, each Trustee must be given five (5) days’ notice by mail of the proposed action.
Compensation. Members of the Board generally shall not be compensated for their time and efforts as Trustee. However, with approval of the Board, reasonable compensation may be paid to a Trustee for “extraordinary” services in support of the TCVL’s mission and/or goals. The Board has full and complete discretion in determining what services meet the “extraordinary” standard. In addition, the Board may authorize payment to any Trustee for actual and necessary expenses incurred while on TCVL business.
The TCVL’s Officers shall consist of the President, Vice President, Secretary and Treasurer. Officers shall be members of the Board of Trustees. Officers shall be elected by the Board of Trustees at the first meeting of the Board following the TCVL’s Annual Meeting. The Meeting for the election of Officers must be held no later than 30 days after the Annual Meeting. Each Officer shall serve for a term of two (2) years and for no more than two (2) consecutive terms in that position.
President. The President shall preside over all meetings of Members, as well as meetings of the Board of Trustees. The President also shall have general charge and control of the TCVL’s affairs, subject to the approval of the Board of Trustees and the Executive Committee. The President shall be an ex-officio member of all TCVL committees. If, at the end of the President's term in office, he or she would no longer be a Trustee, the outgoing President also shall be an ex officio Trustee for one additional year.
Vice President. The Vice President shall serve as and perform the duties of the President in the absence of the President.
Secretary. The Secretary shall be responsible for the custody of all of the TCVL’s records, papers, reports and documents. In addition, the Secretary shall be responsible for keeping and reporting of all TCVL and Board Meetings. The Secretary may, as directed by the Board of Trustees, sign any legal documents and/or State and Federal forms in the name of the TCVL. To assist the Secretary in the performance of these duties, the Board may appoint an Executive Secretary. The Executive Secretary may also perform such other duties as designated by the Board. Remuneration for the Executive Secretary will be determined by the Board.
Treasurer. The Treasurer shall be responsible for the keeping of the TCVL’s money and shall disburse all monies and valuables of the TCVL in such bank or banks as the Trustees may designate. The Treasurer shall maintain tax records in compliance with Internal Revenue Service regulations. The Treasurer shall provide financial statements to the Board at such times as requested by the President. The Treasurer shall present a financial statement to the Members at the Annual Meeting.
The following committees shall be standing committees of the TCVL:
1. Executive. The Executive Committee shall consist of the TCVL’s Officers. If an Officer (s) is not available, the President, at his/her discretion, may appoint another Trustee(s) to serve as an alternate(s). At times other than Board Meetings, the Executive Committee shall have the power to manage and direct the TCVL’s affairs and may exercise all the powers of the Board of Trustees under applicable statutes, the TCVL’s Articles of Incorporation, or the TCVL’s By-Laws. The President shall be the Chairperson of the Executive Committee and shall have the power to call Meetings at any time.
Finance. The Finance Committee shall consist of at least three (3) Members of the Board of Trustees.
Two (2) of those Committee Members shall be appointed by the President with the concurrence of the Board of Trustees. The Treasurer automatically shall serve on the Finance Committee.
Nominating. The Nominating Committee shall consist of three (3) Board Members appointed by the President with the concurrence of the Board. The Nominating Committee shall obtain and confirm all Voting Members nominated by lake associations in good standing with the TCVL.
Audit Committee. The Audit Committee shall be appointed at least every two years. The Audit Committee shall consist of three qualified independent individuals. They shall report their results to the Trustees within 3 months of their appointment.
Other. The President may appoint other committees as deemed necessary.
The text of any proposed changes to these By-Laws must be mailed to all Members together with notice of the Annual Meeting. Approval of any amendments to these By-Laws will be by a majority vote of the Members present and voting at the Annual Meeting.
Article XI—Political Activity
The TCVL shall neither use its name nor monies in any political activity in support of or in opposition to any candidate for public office. The TCVL may inform public officers of its positions on matters directly relevant to the TCVL’s mission. Nothing in this Article shall be construed as a limitation on any Member’s exercise of constitutional rights.
The TCVL shall not discriminate against individuals or groups on the basis of race, religion, color, sex, age, disability, national origin, income or political affiliation in any of its policies, recommendations or actions.
As noted in Article II above, under certain circumstances the TCVL may be dissolved.
The Board of Trustees may recommend that the TCVL be dissolved. Such a recommendation must be approved by a two-thirds vote of all Trustees. The matter of dissolution must then be presented, with adequate notice, to a Special Meeting or Annual Meeting of the TCVL A two-thirds vote of the membership shall be required to sell or mortgage any of the TCVL’s assets not in the regular course of business or to dissolve the TCVL.
Upon dissolution, any assets remaining after payment of or provision for the TCVL’s debts and liabilities shall, consistent with the purposes of the organization, be paid over to charitable organizations exempt under the provisions of Section 501 (c)(3) of the U.S. Internal Revenue Code or corresponding provisions of subsequently enacted federal law. No part of the net assets or net earnings of the TCVL shall inure to the benefit of or be paid or distributed to an Officer, Member of the Board of Trustees, any other Member, employee of or donor to the TCVL.
Article XIV--Miscellaneous Provisions
Indemnification. The TCVL shall indemnify any Board Member or Officer who was, is or may be involved in legal proceedings by virtue of his or her good faith actions on behalf on the TCVL. The TCVL will carry appropriate insurance to protect its officers, trustees and members.
Fiscal Year. The records and accounts of the TCVL shall be maintained beginning as of each January 1 and ending on the following December 31.
Mailing Address. The mailing address for official written communication with the TCVL through the Postal Service shall be 46 Chan Hopson Road, Wells, Vermont 05774. The email address will be email@example.com