Operating Principles: Niagara Re-licensing Environmental Coalition
ARTICLE I - NAME
Section 1. The organization shall be entitled – The Niagara Re-licensing Environmental Coalition hereafter referred to as NREC.
ARTICLE II - MISSION AND VISION
Section 1. The Mission - To monitor the timely and beneficial use, within the Buffalo Niagara River ecological system, of the following resources which were negotiated as part of the Niagara Power Project Relicensing Settlement Agreement Addressing New License Terms and Non-License Settlement Provisions (settlement agreement).
1. Ecological Standing Committee participation. Participation shall be in representation of the environmental community on this committee established as part of the settlement agreement. This participation shall include all oversight duties as established in the settlement agreement.
2. Greenway Ecological Standing Fund Committee participation. Participation shall be in representation of the environmental community on this committee established as part of the settlement agreement. This participation shall include all oversight duties as established in the settlement agreement.
3. Niagara Environmental Capacity Trust Fund administration. Administration shall be in support of the joint efforts by NREC member organizations to oversee, evaluate and improve, where necessary, ecological projects proposed for NY Power Authority funds.
Section 2. The Vision - To be a coalition of environmental organizations whose group efforts smoothly ensure the ecological protection and restoration of the Niagara River within the concept of the Niagara River Greenway.
ARTICLE III - MEETINGS
Section 1. Regular meetings of the Board of Delegates shall be held no less than four times per year, on a day, time and place determined by a majority of the Board. Delegates are expected to have no more than two absences from the Board meetings each year and should make every effort to have an alternate take their place in the case of planned absences.
Section 2. Special meetings may be called by any three Delegates, as needed.
Section 3. Notice shall be given to Delegates by email or U.S. Mail at least seven (7) days prior to any regular or special meeting, with the exception of meetings at which by-law revisions will be discussed as noted in Article XII – Amendment of Operating Principles.
BOARD COMPOSITION, RESPONSIBILITIES AND COMPENSATION
Section 1. Board composition shall consist of one delegate from each of the following environmental organizations:
Adirondack Mountain Club-Niagara Frontier Chapter, Audubon New York, Buffalo Niagara Riverkeeper, Citizens Campaign for the Environment, League of Women Voters of Buffalo Niagara, Niagara Frontier Wildlife Habitat Council, Niagara Musky Association, Presbytery of WNY, Quality Quest Coalition, Sierra Club-Niagara Group, Town of Grand Island
Section 2. Alternate delegates shall be appointed by each member organization. Their names and contact information shall be kept on file by the NREC Secretary.
Section3. Discontinued membership. If an organization misses three consecutive meetings the NREC secretary will contact them to ask if they wish to continue. If their delegate does not attend the following meeting they will move to inactive, informational only status on the NREC roster and the number of voting members shall be reduced by one. These operating principles will also be immediately amended to remove the organization’s name from the list in Article IV Section 1.
Section 4. Term of office of Delegates will be set at the discretion of the individual environmental organization which they represent.
Section 5. Responsibilities of the Board of Delegates shall include, but not be limited to, the transaction of all business of the NREC, determination of NREC policies, fiscal management and general responsibility for the guidance and oversight of the affairs of the NREC.
Section 6. A quorum must be present, in person or via conference call, for a meeting to be considered official and voting on any matter to be conducted. A quorum shall consist of a simple majority of the Delegates.
Section 7. Voting shall be the right of every Delegate. Each Delegate will have one vote upon any proposal or other actionable item properly submitted for approval at any board meeting. Proxy voting shall be permitted, but must be support in writing for inclusion on official meeting minutes.
Section 8. Email Voting may be called for by the chairman, in urgent matters. The motion voted on must be made and seconded by two other delegates. For passage, a majority of all delegates is required.
Section 9. Reinstatement of a member organization from inactive, informational status to full active status may be accomplished by a written request from the board of that organization to the NREC secretary.
ARTICLE V - POWERS AND DUTIES OF OFFICERS
Section 1. The Chair shall preside at all meetings of the Board of Delegates and shall act as the chief executive officer of the NREC. The Chair shall ensure that an annual report of activities of the NREC is generated and perform such other duties as from time to time may be reasonably requested by the Board of Delegates or the Executive Committee. The Chair shall have signatory authority for all official NREC documents, including contracts and agreements after the approval by the Board of Delegates. The Chair shall serve on all committees, or appoint an alternate. The Chair shall be elected by a majority vote of the Board of Delegates to a __2___ year term.
Section 2. The Vice-Chair shall preside at meetings when the Chair is absent and assume duties at the reasonable request of the Chair. The Vice-Chair shall be elected by a majority vote of the Board of Delegates to a __2___ year term.
Section 3. The Secretary shall be responsible for assuring that complete records of all meetings of the Board are created and maintained. The Secretary will keep the Board of Delegates updated on the actions of the Board through electronic communication or U.S mail including communication of meeting times, dates and locations. The Secretary shall be elected by a majority vote of the Board of Delegates to a __2___ year term.
Section 4. The Treasurer shall be responsible for financial review, record keeping and oversight on behalf of and subject to the control of the Board. The Treasurer will chair the Finance Committee and review in detail the monthly and annual Financial Statements and other related reports in conjunction with the Chair and Vice-Chair. The Treasurer, or designee, will present the Financial Statements at Board Meetings. The Treasurer shall be elected by a majority vote of the Board of Delegates to a __2___ year term.
Section 5. Absence or Incapacity of Officers that result in a failure to act may be addressed by the appointment of an alternate member, by the Board of Delegates, to perform those duties.
ARTICLE VI – BOARD COMMITTEES
Section 1. Executive Committee. The Executive Committee shall be composed of the Chair, Vice-Chair, Secretary and Treasurer. The Executive Committee shall have and exercise the management authority of the NREC between meetings of the Board. Their actions shall be presented to the Board at the next meeting for ratification.
Section 2. Volunteers on Committees. The NREC Chair, with Board approval, may appoint non-board members as volunteers to assist in the work of any committee. The Board will determine, at the time of appointment, whether the particular volunteer will have a vote in matters before the committee.
Section 3. Additional Committees. The NREC Chair may appoint additional Committees with the approval of the Board of Delegates.
Section 4. Meeting Minutes shall be required of all board committees. The Chair of each board committee shall ensure that such minutes are created for each official board committee meeting, with a copy submitted to the Secretary for maintenance.
ARTICLE VII - PARLIAMENTARY PROCEDURES
Section 1. Parliamentary procedures for all meeting of the Board of Delegates, the Executive Committee of the Board and other Board Committees shall be in accordance with Roberts Rules of Order.
ARTICLE VIII - FUNDS
Section 1. The Niagara Environmental Capacity Trust Fund is comprised of the $485,369 granted to NREC by the New York Power Authority in 2007 and any accrued interest and investment income. The intent of the Fund is to support the NREC’s capacity to participate in the management and monitoring of the benefits due to the Niagara River ecological system which were negotiated in the 2007 Niagara Power Project re-licensing. The fund shall be held in trust for NREC in the account of any one of its member organizations with a 501(c) (3) tax-exempt designation from the US Internal Revenue Service unless or until the NREC creates a legal entity in which to hold the funds and votes to transfer the fund to said entity, or determines another acceptable alternative means of funds management. The Board shall invest these funds in a conservative manner, in order to support the stated mission of the NREC until at least 2057.
Section 2. The General Operating Fund will be comprised of other contributions and gifts-in-kind. Such contributions that are not specified for a particular purpose shall be designated unrestricted funds. Contributions with donor restrictions shall be designated as either temporarily or permanently restricted in agreement with the donor’s instructions.
Section 3. No part of the net earnings or assets of the NREC shall inure to the benefit of, or be distributable to, its members, officers, Delegates, or any person except that the NREC shall be authorized and empowered to pay reasonable compensation for services rendered, and to make payments in the furtherance of the NREC.
ARTICLE IX – STAFF & CONTRACTING
Section 1. Employment of professional, clerical or maintenance staff to support operations of the NREC may be made by the Board of Delegates or Executive Committee of the Board in accordance with the provisions of these By-laws. This employment may be direct or through independent contractor agreements.
Section 2. Contracting obligation authority will reside solely with the Board of Delegates. No member or entity may contractually bind the NREC to any agreement without the formal approval of the Board of Delegates. The Board may contract with appropriate organizations or individuals for NREC representation on the Niagara Re-licensing Environmental Standing Committee, at Greenway Commission meetings or at other meetings or functions that fit the NREC mission. Such contracts shall spell out the powers being delegated, the duties required, including consultation with NREC and reports to NREC and the remuneration due the contractor.
ARTICLE X - FISCAL YEAR
The fiscal year of the NREC shall be the calendar year.
ARTICLE XI - DISSOLUTION
Upon the dissolution of the NREC the Board of Delegates shall, after the payment of all its liabilities, transfer all remaining assets to an organization or organizations operated for the purposes of preserving the integrity of the Niagara River’s ecological system. Any such transfer must include a written agreement from each asset receiving organization that assets received from the NREC will be used exclusively for purposes of preserving the integrity of the Niagara River’s ecological system
ARTICLE XII- AMENDMENT OF Operating Principles
These operating principles may be altered, amended, added to, or repealed, by a two thirds majority vote of the Board of Delegates at any regular or special meeting of the Board of Delegates. At least fourteen (14) days written advance notice of said meeting shall be given to each member of the Board of Delegates.