Friends of Webster Trails

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Constitution

CONSTITUTION

ARTICLE I: NAME AND AFFILIATIONS

  1. The name of this organization shall be the Friends of Webster Trails, Inc.
  2. The Friends of Webster Trails shall be incorporated in the State of New York.
  3. The Friends of Webster Trails, hereafter referred to as the Friends, shall be a private, not-for-profit, volunteer organization.

ARTICLE II: MEMBERSHIP AND DUES

  1. Every member shall submit a signed membership application.
  2. Membership dues shall be paid annually. A membership term may be for one or several years and will expire on the annual anniversary. Life membership may be provided.
  3. Membership dues must be paid in full before a member may vote.
  4. Dues shall be fixed by the Board of Directors for both individual and family memberships.
  5. One vote shall be granted for each individual membership; two votes shall be granted for each family membership.
  6. Organizations may become sponsors of the Friends by making a donation of time or money. Newsletters shall be mailed to sponsoring organizations.

ARTICLE III: MISSION

  1. Friends of Webster Trails advocate for preservation of the natural character of Webster’s open space lands.  We promote this through sensible management, education and low-impact access.  We advise the Parks and Recreation Department and assist by planning, maintaining and promoting recreational trails in the Town of Webster.

ARTICLE IV: EXECUTIVE COMMITTEE AND BOARD OF DIRECTORS

  1. The Executive Committee shall consist of the President, Vice President, Secretary, and Treasurer. The President shall be Chair. A suggested but not mandatory term for the President is no more than two (2) consecutive terms.
  2. The Board of Directors, hereafter referred to as the Board, shall consist of the Executive Committee, up to eight (8) members at large, the immediate past President and the Chairs of any and all Standing Committees.
  3. The Board will be self-perpetuating. Members of the Board are responsible for recruiting Board members as needed, and for assigning roles within the Board to ensure the effective operation of the Friends of Webster Trails. The existing board will become the current board.
  4. The Board shall appoint committee Chairs by a simple majority vote.
  5. The Board shall be responsible for formulating policy and operation of the Friends.
  6. Members of the Executive Committee and Board of Directors may be removed from office due to failure to fulfill the requirements of membership, or failure or inability to fulfill the duties of office.
  7. Removal from office shall require a two-thirds (2/3) majority vote of the Board at an official Board meeting. The officer must be notified and have opportunity to reply.
  8. The President shall maintain and distribute job descriptions for Executive Officers and Standing Chairs to members of the Board. These descriptions must be approved by and may be altered by a majority vote of the Board. A summary of these descriptions shall be included in the Bylaws.
  9. The Board may appoint other persons or committees as needed, who shall act for the duration of the assigned tasks or until replaced.
  10. The President shall call a Board meeting each month. Notification of the cancellation of any meeting shall be made by the President.
  11. The President may call special meetings as required to conduct business. Notice of any special meetings shall be made not less than fifteen days in advance of the meeting. In addition, the president shall honor the request of a majority of Board members to hold a special meeting.
  12. At a Board meeting, a quorum will consist of at least fifty percent of the current Board members.
  13. In the absence of or in the event that the President is unable to fulfill his/her duties, these duties shall be performed by the Vice President. In the event that neither the President nor Vice President can perform, the Board shall appoint a President Pro Temp.

ARTICLE V: ANNUAL MEETING

  1. An Annual Meeting of the membership shall be held once during each membership year at a place and time designated by the President for the Board of Directors. The meeting agenda shall include the annual report of officers and committee chairs; and voting on proposed amendments to the constitution and by-laws. The meeting may be combined with a hike, pot-luck or speaker.

ARTICLE VI: PROTECTION OF RIGHTS OF MEMBERS

  1. Every member shall have equal rights and privileges to suggest candidates for Board positions, to hold office, to ratify changes to the constitution, to attend the Annual –Meeting, and to participate in deliberations and voting upon the business of the Friends.
  2. The Friends shall show no discrimination toward any individual or group of individuals on the basis of sex, creed, color, race, national origin or political activities and beliefs.

ARTICLE VII: FINANCIAL AFFAIRS

  1. The fiscal year shall be January 1 through December 31.
  2. The treasurer shall make regular reports to the Board and an annual report to the members at the Annual Meeting.

ARTICLE VIII: PARLIAMENTARY AUTHORITY

  1. The rules contained in Robert’s Rules of Order shall govern the Friends in all cases in which they apply and in which they are not inconsistent with the By-laws of the Friends.

ARTICLE IX: AMENDMENTS

  1. An amendment to an article in this Constitution may be proposed by a majority of the Executive Committee, a majority of the Board of Directors, or by petition of no fewer than ten (10) members.
  2. Proposed amendments shall be distributed to the membership in writing at least fifteen (15) days prior to the meeting at which the vote will be taken (generally the Annual meeting).
  3. An amendment to the Constitution must be approved by a two-thirds majority of the members present and voting at a general membership meeting.

BYLAWS

BYLAW I: DUTIES OF OFFICERS

  1. The President shall preside at the annual meeting and all meetings of the Board, shall within one month of taking office appoint all committee chairs, shall be a member ex-officio of all committees except the Nominating Committee, and shall perform all other duties ordinarily devolving upon the office of President.
  2. The Vice-President shall act in the absence of the President, assume the office of the President if it becomes vacant, assist on committees and perform such other duties as the President may designate.
  3. The Secretary shall be responsible for records of the annual meeting and of all meetings of the Board, and shall perform all other duties ordinarily devolving upon the office of Secretary
  4. The Treasurer shall collect all monies, maintain accounts, pay bills, keep a record of income and disbursements and report financial matters to the membership and Board.
  5. The Immediate Past President shall be an ex officio member of the Board and serve in an advisory capacity to the President.
  6. Specific duties of the officers are described in the Appendix.

BYLAW II: RESPONSIBILITIES OF THE EXECUTIVE COMMITTEE

  1. The Executive Committee shall make decisions and take action on routine or urgent matters between regularly scheduled Board meetings.
  2. The Executive Committee shall function as part of the Board of Directors, and shall inform the Board of Directors of decisions made and actions taken between meetings.

BYLAW III: RESPONSIBILITIES OF THE BOARD OF DIRECTORS

  1. The Board shall be responsible for conducting the routine business of the Friends, review suggestions made by committee chairs and members, and prepare policy recommendations.
  2. The Board shall appoint a Constitution Review Committee composed of at least three members every five years.

BYLAW IV: ROLES OF THE STANDING COMMITTEES

  1. The Friends shall have committees to carry out certain functions as described in this article and in the Appendix. Committee chairs shall be appointed by the President. Each committee shall keep a continuing record of activities. Chairpersons shall report activities to the Board of Directors and shall prepare an annual written summary of activities which shall become a part of the continuing committee record. In the event that a committee chair is vacant, the President shall distribute the duties of the committee among the Board members.
  2. The Trails Committee shall coordinate all trails outings, such as walking, bicycling, hiking, skiing and snowshoeing, shall coordinate trail maintenance, shall serve as the focal point for the planning of and development of new trails and facilities, shall solicit qualified outing leaders, and shall schedule the outings and notify the Communications Committee.
  3. The Membership Committee seeks applicants for membership, shall supervise membership procedures and shall be responsible for an up-to-date membership list.
  4. The Communications Committee shall communicate with the general membership and the media to encourage hiking, biking and other related outdoor activities, and promote the Friends organization.
  5. The Habitat Preservation Committee shall focus planning and volunteer activities for the ongoing management and preservation of the natural character of Open Space habitat in Webster. The committee will work to inventory the habitat types and plants, maintain the habitat, and increase public awareness and knowledge about our natural areas.

BYLAW V: ROLES OF SPECIAL COMMITTEES

  1. A Constitution Review Committee composed of three (3) members shall be formed every five years to review and propose amendments. Recommended amendments will be submitted to the Board of Directors for review and approval prior to presenting them to the general membership for a vote.
  2. Other special committees may be formed by the Board. The responsibilities and terms shall be determined at the time of appointment.

BYLAW VII: AMENDMENTS TO BYLAWS

  1. An amendment to these bylaws may be proposed by a majority of the Executive Committee, by a majority of the Board of Directors, or by petition of no fewer than ten (10) members.
  2. Proposed amendments shall be distributed to the membership by mail or electronically at least fifteen (15) days prior to the meeting at which the vote will be taken (generally the Annual meeting).
  3. An amendment to the bylaws must be approved by a two-thirds majority of the members present and voting at a general membership meeting.
  4. A description of the job duties of the elected officers and non-elected committee positions is included in the Appendix.
  5. The Appendix may be amended with majority approval of the Board without requiring a vote by the membership.

Notes: The Constitution and By-laws of the Friends of Webster Trails, Inc. were originally adopted on June 23, 1997.

    • Revisions Approved:
    • May 1, 2000
    • June 4, 2002
    • June 11, 2007
    • November 15, 2015
    • November 14, 2020