Bylaws of
The Sustainability Project, Inc.
Amended April 19, 2009
ARTICLE 1 ORGANIZATION
The name of the Corporation is The Sustainability Project, Inc., with principal offices for record and financial purposes located at a Keene Office within the Green Energy Options store at 79 Emerald Street. The mailing address of the Organization is Box 311, Gilsum NH 03448. The physical address of The Sustainability Project’s Center in the Emerson Brook Forest is 57 Emerson Brook Drive, Gilsum, New Hampshire.
The Corporation may have such other offices, at such other places within or without the state of New Hampshire as the Board of Directors may from time to time determine.
ARTICLE 2 NONPROFIT PURPOSES
This corporation is organized exclusively for charitable, educational and scientific purposes as defined in Section 501(c)3 of the Internal Revenue Code of 1954 as amended (or the corresponding provision of any future United States Internal revenue law), including, but without limitation thereon, and shall have, consistent with the charitable, non-profit purposes stated above, all rights and powers conferred by the laws of the State of New Hampshire upon corporations, including, without limitation the following:
- To create an inclusive accessible facility in the regenerating Emerson Brook Forest, to study forest ecology, and to study, practice and disseminate information for living sustainably on the planet, while preserving the environmental and ecological integrity of this real property and all others that may come forth.
- To reach out into the local community and cooperate with existing organizations, institutions and businesses to encourage community building and sustainable living practices such as community gardens, community supported agriculture, seed saving and community meals; the organization of naturalized support systems for the local community’s elderly, youth, people with disabilities, parents and other individuals with special needs; and the development of a community expressive arts program (theater, music, creative writing, storytelling, etc.) for the purposes of achieving said goals and objectives of the organization.
- To purchase, receive or take by grant, gift, devise, bequest or otherwise, lease, or otherwise acquire, own, hold, improve, employ, use or otherwise deal in and with, real or personal property, or any interest therein, wherever situated, in an unlimited amount for the purpose of conservation and preservation of open and sustainably inhabited lands.
- To raise funds through donations, grants, loans, or any other means necessary to carry out the aforementioned objectives.
- To expand and engage in other activities related to inclusion, community building, environmental education and expanding our capability to live sustainably and/while encouraging others to do the same.
ARTICLE 3 MEMBERSHIP
There shall be three categories of members:
- Directors
- Advisors
- Friends
Section 1 Directors
The corporation shall have a minimum of five (5) and a maximum of ten (10) Directors and collectively they shall be known as the Board of Directors.
SECTION 1A Director Qualifications
Qualifications for directors of this corporation shall be as follows:
It is imperative that the Directors have an understanding of, and a general agreement with, the basic tenets set forth in the mission statement, Articles of Incorporation and these bylaws.
SECTION 1B Directors POWERS
1. Subject to the provisions of the laws of this state and any limitations in the Articles of Incorporation and these Bylaws relating to action required or permitted to be taken or approved by the members, if any, of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.
2. Decisions will be made through a process approaching full consensus, with each Director having one vote and each individual given the opportunity to be heard.
SECTION 1C Directors DUTIES
It shall be the duty of the directors to:
a. Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws;
b. Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the corporation;
c. Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly;
d. Meet at such times and places as required by these Bylaws;
e. Register their addresses with the Secretary of the corporation, and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof.
SECTION 1D Directors TERM OF OFFICE
Each director shall hold office for a period of three (3) years except that initial terms may be staggered so that not more than two positions need to be filled in any given year. There are no limits on reelection.
SECTION 1E Directors COMPENSATION
Directors shall serve without compensation.
SECTION 1F Directors MEETINGS & VOTING
Meetings shall be held anywhere and anytime the Board deems necessary and shall attempt to meet monthly.
Each director is entitled to one vote. If deemed necessary by the Board Chair or the President of the Corporation, votes may be accepted by telephone or electronically. (April 2008)
SECTION 1G QUORUM FOR Directors MEETINGS
A quorum shall consist of half plus one of the current roster of directors. If a quorum is not present, only discussion may take place; any business requiring a vote shall be postponed until a quorum is present.
SECTION 1H VACANCIES
Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any director, and (2) whenever the number of authorized directors is increased.
Any director may resign effective upon giving written notice to the Chairperson of the Board, the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of this state.
Directors may be removed from office, with or without cause, as permitted by and in accordance with the laws of this state.
Unless otherwise prohibited by the Articles of Incorporation, these Bylaws or provisions of law, vacancies on the board may be filled by approval of the board of directors. If the number of directors then in office is less than a quorum, a vacancy on the board may be filled by approval of a majority of the directors then in office or by a sole remaining director. A person elected to fill a vacancy on the board shall hold office until the next election of the Board of Directors or until his or her death, resignation or removal from office. (April 2008)
SECTION 1I NONLIABILITY OF DIRECTORS
The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
SECTION 1J INDEMNIFICATION BY CORPORATION OF DIRECTORS AND OFFICERS
The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state.
SECTION 2 ADVISORS
The advisors are individuals that provide expertise, feedback, and support for TSP programs. They agree to be listed as advisors in TSP publications.(April 2008)
SECTION 3 FRIENDS
Friends are individuals or organizations that contribute financially, in kind, or in service to the Sustainability Project. (April 2008)
SECTION 4 ANNUAL MEETINGS
An annual meeting of the corporation shall be held at any reasonable time and place, in the month of April, scheduled for the purpose of electing Directors and for the transaction of such other business as may come before the meeting.
Each member present shall be entitled to one vote at the Annual Meeting.
ARTICLE 4 OFFICERS
SECTION 1 DESIGNATION OF OFFICERS
The officers of the corporation shall be a President, a Vice President, a Secretary, and a Treasurer. The corporation may also have a Chairperson of the Board, one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers, and other such officers with such titles as may be determined from time to time by the Board of Directors.
SECTION 2 QUALIFICATIONS
Any person may serve as officer of this corporation.
SECTION 3 ELECTION AND TERM OF OFFICE
Officers shall be elected by the Board of Directors, at any time, and each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.
SECTION 4 REMOVAL AND RESIGNATION
Any officer may be removed, either with or without cause,by the Board of Directors, at any time. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of the corporation.
SECTION 5 VACANCIES
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled, as the board shall determine.
SECTION 6 DUTIES OF PRESIDENT
The President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. Unless another person is specifically appointed as Chairperson of the Board of Directors, the President shall preside at all meetings of the Board of Directors and, if this corporation has members, at all meetings of the members. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors.
SECTION 7 DUTIES OF VICE PRESIDENT
In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors.
SECTION 8 DUTIES OF SECRETARY
The Secretary shall:
Certify and keep at the principal office of the corporation the original, or a copy, of these Bylaws as amended or otherwise altered to date.
Keep at the principal office of the corporation or at such other place as the board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.
See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
Keep at the principal office of the corporation a membership book containing the name and address of each and any members, and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased.
Exhibit at all reasonable times to any director of the corporation, on request therefore, the Bylaws, the membership book, and the minutes of the proceedings of the directors of the corporation.
In general, 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 to him or her from time to time by the Board of Directors.
SECTION 9 DUTIES OF TREASURER
The Treasurer shall:
Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.
Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.
Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements. All disbursals exceeding one hundred dollars ($100.00) shall require a second signatory, appointed at the discretion of the Board.
Keep and maintain adequate and correct accounts of the corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
Exhibit at all reasonable times the books of account and financial records to any director of the corporation, on request therefore.
Render to the President and Directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation.
Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
The offices of Treasurer and Secretary may be held by any one qualified individual.
SECTION 10 COMPENSATION
The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board of Directors. In all cases, any salaries received by officers of this corporation shall be reasonable and given in return for services actually rendered to or for the corporation.
ARTICLE 5 COMMITTEES
The corporation shall have such other committees as may from time to time be designated by resolution of the Board of Directors. These committees may consist of persons who are not also members of the board and shall act in an advisory capacity to the board.
SECTION 1 MEETINGS AND ACTION OF COMMITTEES
Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.
Minutes will be kept and submitted to the Board, or any official representative to the Board, at a reasonable time following committee meetings.
ARTICLE 6 CORPORATE RECORDS, REPORTS AND SEAL
SECTION 1 MAINTENANCE OF CORPORATE RECORDS
The corporation shall keep at its principal office:
a. Minutes of all meetings of directors, committees of the board and, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;
b. Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;
c. A copy of the corporation’s Articles of Incorporation and Bylaws as amended to date
SECTION 2 CORPORATE SEAL
The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.
SECTION 3 DIRECTORS’ INSPECTION RIGHTS
Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation and shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.
SECTION 4 PERIODIC REPORT
The board shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state or to the members, if any, of this corporation, to be so prepared and delivered within the time limits set by law.
ARTICLE 8 PROHIBITION AGAINST PRIVATE INUREMENT
No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.
ARTICLE 9 PROVISION FOR DISSOLUTION
Dissolution of this corporation may only occur with a two-thirds (2/3) majority vote of the Board of Directors.
Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.
ARTICLE 10 AMENDMENT OF BYLAWS
Subject to the power of the members, if any, of this corporation to adopt, amend or repeal the Bylaws of this corporation and except as may otherwise be specified under provisions of law, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted by approval of the Board of Directors.
The bylaws can only be amended with a two-thirds (2/3) majority vote of the Board of Directors at a regularly scheduled Board meeting, where all members of the Board have been notified, in advance, of the proposed changes.
ARTICLE 11 CONSTRUCTION AND TERMS
If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this corporation, the provisions of the Articles of Incorporation shall govern.
Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.
All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation, Articles of Organization, Certificate of Incorporation, Organizational Charter, Corporate Charter, or other founding document of this corporation filed with an office of this state and used to establish the legal existence of this corporation.
All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.
ARTICLE 12 CONFLICT OF INTEREST POLICY
a. Each Director, prior to taking her/his position on the Board, and all present Directors, shall submit in writing to the Chairman of the Board a list of all businesses or other organizations of which she/he is an officer, director, trustee, member, owner (either as a sole proprietor or partner), shareholder, employee or agent, with which the Corporation has, or might reasonably in the future enter into a relationship or a transaction in which the Director would have conflicting interests. The Chairman of the Board shall become familiar with the statements of all the Directors in order to guide her/his conduct should a conflict arise.
b. At such time as any matter comes before the Board in such a way as to give rise to a conflict of interest, the affected Director shall make known the potential conflict, whether disclosed by her/his written statement or not, and after answering any questions that might be asked her/him, shall withdraw from the meeting for so long as the matter shall continue under discussion. Should the matter be brought to a vote, neither the affected Director nor any other Director with a pecuniary benefit transaction with the Corporation shall vote on it.
c. The Board will comply with all the requirements of New Hampshire law where conflicts of interest are involved, including but not limited to the requirements of a two-thirds vote where the financial benefit to the director or trustee is between $500 and $5,000 in a fiscal year, and to the requirement of a two thirds vote and publication in the required newspaper where the financial benefit exceeds $5,000 in a fiscal year. The New Hampshire statutory requirements are incorporated into and made a part of this conflict policy.
ADOPTION OF BYLAWS
We, the undersigned, are all of the Board of Directors of this corporation, and we consent to, and hereby do, adopt the foregoing Bylaws, consisting of thirteen (13) pages, as the Bylaws of this corporation.
Signed by:
Brian Bishoff
Pablo Fleischmann
Shirlee Ingalls
Carl Jacobs
Betsy Jane
Skot Jervis
Valerie Piedmont
Carolyn Sweet