The name of this corporation shall
be Glynn Environmental Coalition, Inc., hereinafter referred to in these
Bylaws as GEC.
NONPROFIT PURPOSES AND POLICY
The purpose of GEC is to engage
exclusively in any such educational, scientific, literary, historical and
charitable pursuits as will inform and promote environmental protection,
safety and conservation, and said purposes and objectives shall conform to
the provisions of Section 501(c)(3) of the Internal Revenue Code.
GEC shall not support or oppose any
political party or any candidate.
GEC is not organized, or shall it be
operated, for pecuniary gain or profit, and it does not contemplate the
distribution of gains, profits or dividends to the members thereof, or to
any private shareholder or individual. The property, assets, profits or net
income of this Coalition are irrevocably dedicated to charitable purposes
and no part of the property, assets, profits or net income of this Coalition
shall ever inure to the benefit of any director, officer, or member thereof,
or to the benefit of any private shareholder or individual. Upon the
dissolution, or upon abandonment, the assets of this Coalition remaining
after payment of, or provision for, all debts and liabilities of this
Coalition, shall be donated to foundations having similar objects and
purposes as this Coalition, as the Board of Directors of this Coalition may
designate, subject to the order of a Court as provided by law; provided that
none of such assets shall be donated to any organization other than one
organized and operated exclusively for one or more of the purposes presently
set forth in Section 501(c)(3) of the Internal Revenue Code.
Determination And Rights Of Members
Any individual, organization, or
other entity interested in the purposes and objectives of GEC is qualified
to become a voting member of this corporation and shall be admitted to
membership upon submission of the application form and payment of the
membership fee for each class of membership.
Classes of membership in GEC shall
be as established from time to time by the Board of Directors.
No member shall hold more than one
(1) membership in the corporation and shall have no more than one (1) vote.
Fees And Dues
The initial fee charged for making
application for membership in GEC shall be at such levels as the board from
time to time specifies. The annual dues payable to the corporation by
members will be in such amount as may be specified from time to time by
resolution of the Board of Directors.
GEC shall keep a membership roster
containing the name and address of each member. Such roster shall be kept
at the corporationís principal office.
Non-Liability Of Members
A member of this corporation is not,
as such, personally liable for the debts, liabilities, or obligations of the
Termination Of Membership
The membership of a member shall
terminate upon the occurrence of any of the following events:
(a) Resignation or death.
(b) Upon his or her notice of such
termination delivered to the President or Secretary of the corporation
personally or by mail, such membership to terminate upon the date of
delivery of the notice or date of deposit in the mail.
(c) Upon a failure to renew his or
her membership by paying dues on or before their due date, such termination
to be effective thirty (30) days after a written notification of delinquency
is given personally or mailed to such member by the Secretary of the
corporation or such other member as the board may from time to time select.
A member may avoid such termination by paying the amount of delinquent dues
within a thirty (30) day period following the memberís receipt of the
written notification of delinquency.
(d) After providing the member with
reasonable written notice and an opportunity to be heard either orally or in
writing, upon a determination by the Board of Directors that the member has
engaged in conduct materially and seriously prejudicial to the interests or
purposes of the corporation. Any person expelled from the corporation shall
receive a refund of dues already paid for the current dues period.
MEETINGS OF MEMBERS
Regular meetings of the members
shall be required and shall be held at such times as shall be agreed upon
from time to time by the Board of Directors. An Annual Meeting of members
shall be held at the time and place set by the Board of Directors. The
Annual Meeting shall include the election of officers.
Notice Of Meetings
The place, day, and time of meetings
and, in the case of special meetings, the purpose or purposes for which the
meeting is called, shall be announced in the newsletter for GEC or delivered
personally or by mail, e-mail, or fax-machine.
No notice need be given of any
regular meeting of the members. Notice shall be required for any change in
the regular meeting schedule.
The notice of any meeting of members
at which directors are to be elected shall also state the names of all those
who are nominees or candidates for election to the board at the time notice
A quorum shall consist of those
voting Members who are present at the duly called meeting.
Members are entitled to one vote on
each matter submitted to a vote by the members. Voting at duly held
meetings shall be by voice vote or written ballot, as determined from time
to time by the Board of Directors.
Conduct Of Meetings
Meetings of members shall be
presided over by the President of GEC or, in his or her absence, by the
Vice-President of GEC or, in the absence of both of these persons, by a
Chairperson chosen by a majority of the voting members, present at the
meeting. The Secretary of GEC shall act as Secretary of all meetings of
members, provided that, in his or her absence, the presiding officer shall
appoint another person to act as Secretary of the Meeting.
Meetings shall be governed by such
procedures as may be approved from time to time by the Board of Directors,
as such rules may be revised from time to time, insofar as such rules are
not inconsistent with or in conflict with the Articles of Incorporation,
these Bylaws, or with provisions of law.
Roberts Rules of Order, Newly
Revised, shall govern any procedures not otherwise provided.
Number, Manner of Selection, and Term of Office
The Board of
Directors shall be no fewer than five (5) and no more than fifteen (15)
directors (excluding ex officio members from the Advisory Board) and shall
include the officers of GEC. Directors will be elected for one (1) year or
two (2) year terms as may be approved from time to time by the Board of
Directors of GEC and terms will be staggered so as to create continuity of
Officers and directors of this
organization shall be voting members of GEC.
Any vacancy occurring on the Board
of Directors by reason of the death, resignation, or removal of any director
or any increase in the number of authorized directors may be filled by
approval of a complete majority of the Board of Directors.
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.
Any director may resign effective
upon giving written notice to the President, the Secretary, or the Board of
Directors, unless the notice specifies a later time of 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
Powers And Duties
The Board of Directors shall
establish organizational policy and annual goals, set and amend the annual
budget, and oversee the business affairs of GEC. The Board of Directors
shall appoint and remove, employ and discharge, and fix the compensation, if
any, of all officers agents, and employees of GEC. The executive director
of GEC cannot be hired or fired without approval of a majority of the Board
Section 5. Compensation
Directors shall serve without
compensation except that they shall be allowed reasonable advancement or
reimbursement of expenses incurred in the performance of their duties. Any
expenses over one hundred dollars ($100) must be pre-approved and authorized
in advance by the President or by a vote of the Board of Directors. To
request reimbursement, directors must submit receipts to the President or
Place Of Meetings
Meetings shall be held at such other
place as may be designated from time to time by the Board of Directors.
Regular meetings of the Board of
Directors shall be called on a monthly or quarterly basis or at such other
intervals as the Board of Directors feels sufficient to fulfill its duties.
The President, the Vice-President, the Secretary, or the number of directors
agreed upon from time to time by the board may call special meetings of the
Board of Directors. Such meetings shall be held at the place designated by
the person or persons calling the special meeting. Members may attend and
observe board meetings but must petition the board to address them.
Notice Of Meetings
(a) Regular Meetings. No
notice need be given of any regular meeting of the Board of Directors.
(b) Special Meetings. The
President or any three (3) members of the Board of Directors may call a
special meeting. Members of the board shall be notified by phone or e-mail
of the time and place of special meetings at least 48 hours in advance of
(c) Waiver of Notice. Any
director may waive notice of any meeting. The attendance of a director at
any meeting shall constitute a waiver of notice of such meeting, except
where a director attends a meeting for the express purpose of objecting to
the transaction of any business because the meeting is not lawfully called
Quorum For Meetings
A quorum shall consist of one-third
of the members, but no less than five (5), of the Board of Directors. This
quorum may include proxies of absent board members, provided the proxy has
been given written permission by that board member.
Except as otherwise provided under
the Articles of Incorporation, these Bylaws, or provisions of law, no
business shall be considered by the board at any meeting at which the
required quorum is not present, and the only motion which the presiding
officers shall entertain at such meeting is a motion to adjourn.
10. Majority Action As Board Action
Every act or decision done or made
by a majority of the directors present at a meeting duly held at which a
quorum is present is the act of the Board of Directors, unless the Articles
of Incorporation, these Bylaws, or provisions of law require a greater
percentage or different voting rules for approval of a matter by the board.
11. Conduct Of Meetings
Meetings of the Board of Directors
shall be presided over by the President of GEC or, in his or her absence, by
the Vice-President of GEC or, in the absence of each of these persons, by a
Chairperson chosen by a majority of the directors present at the meeting.
The Secretary of GEC shall act as secretary of all meetings of the board,
provided that, in his or her absence, the presiding officer shall appoint
another person to act at Secretary of the Meeting.
Meetings shall be governed by such
procedures as may be approved from time to time by the Board of Directors,
insofar as such rules are not inconsistent with or in conflict with the
Articles of Incorporation, these Bylaws, or with provisions of law.
12. Non-Liability Of Directors
The directors shall not be
personally liable for the debts, liabilities, or other obligations of GEC.
13. Indemnification By Corporation Of Directors And Officers
The directors and officers GEC shall
be indemnified by the corporation to the fullest extent permissible under
the laws of this state.
Designation Of Officers
The officers of GEC shall be a
President, one or more Vice-Presidents as determined by the Board of
Directors, a Secretary, and a Treasurer. GEC may also elect Assistant
Secretaries, Assistant Treasurers, and other such officers with such titles
as may be determined from time to time by the Board of Directors. Any
person may hold two or more of the named offices with exception that the
same person shall not be both President and Secretary. All officers shall
be members of the Board of Directors.
Each officer shall be a member of
Election And Term Of Office
Officers shall be elected by the
members for either one year or two year terms, which may be staggered, with
the length of term for each as agreed upon from time to time as determined
by the Board of Directors. The President and Secretary will be elected in
odd years; the Vice-President and Treasurer with be elected in even years.
Each officer shall hold office until he or she resigns or is removed or is
otherwise disqualified to serve, or until his or her successors shall be
elected and qualified, whichever occurs first. Any officer may be elected
to succeed herself or himself.
Removal And Resignation
Any officer may be removed, either
with or without cause, by a majority of the Board of Directors. Any officer
may resign at any time by giving written notice to the Board of Directors or
to the President or Secretary of GEC. 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 GEC.
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 by 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
Duties Of President
The President shall preside at all
meetings of the organization and of the Board of Directors. When presiding,
the President shall vote only when there is a tie vote. The President shall
be the chief executive officer of GEC and shall, subject to the control of
the Board of Directors, supervise and control the affairs of GEC and the
activities of the officers. He or she shall appoint chairpersons and
committees and serve ex officio as member of all committees. 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. 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
Duties Of Vice-President
The Vice-President shall, in the
event of the absence, disability, resignation, or death of the President,
possess all the powers and perform all the duties of that office until such
time as the Board of Directors shall elect one of its members to fill the
vacancy. 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.
Duties Of Secretary
The Secretary shall keep minutes of
all meetings of GEC and of the Board of Directors, and shall notify all
Officers and Directors of their elections. The Secretary shall sign, with
the President, all contracts and other instruments when so authorized by the
Board and shall perform such other functions which may be assigned to him or
her from time to time by the Board of Directors.
Duties of Treasurer
The Treasurer shall collect,
receive, and be the custodian of all monies due and shall deposit all such
funds in the name of the corporation in a bank or other depository
designated by the Board of Directors. The Treasurer shall present
statements to the Board when requested at its regular meetings and an annual
report at the Annual Meeting and prepare, or cause to be prepared, and
certify, or cause to be certified, the financial statements to be included
in any required reports.
The Treasurer shall receive, and
give receipt for monies due and payable to the corporation from any source
whatsoever, and shall 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. The Treasurer shall keep and maintain
adequate and correct accounts of the corporationís properties and business
transactions, including accounts of its assets, liabilities, receipts,
disbursements, gains and losses. The Treasurer shall exhibit at all
reasonable times the books of account and financial records to any director
of GEC, or to his or her agent or attorney, on request therefore and 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
Section 9. Assistant Secretaries and Treasurers
Assistant Secretaries and Treasurers
shall be appointed by the Board of Directors as needed for increased level
of activities or added programs, or grants that require separate records or
accounting. They shall serve ex officio on the Board of Directors, but
without right to vote.
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 GEC shall be
reasonable and given in return for services actually rendered to or for
The Board of Directors may, by a
majority vote of its members, designate an Executive Committee consisting of
the President and three (3) other board members and may delegate to such
committee the powers and authority of the Board in the management of the
business and affairs of GEC, to the extent permitted, and except as may
otherwise be provided, by provisions of law.
By a majority vote of its members,
the Board may at any time revoke or modify any or all of the Executive
Committee authority so delegated; increase or decrease, but not below three
(3), the number of the members of the Executive Committee; and, fill
vacancies on the Executive Committee from the members of the Board. The
Executive Committee shall keep the Board of Directors informed of
GEC 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.
Groups, institutions, corporations,
and other organizations which support the purposes, objectives and programs
of GEC are qualified to become advisory members of this corporation and
shall be admitted to membership upon submission of the application for
advisory membership and payment of the advisory membership fee to be set
from time to time by the Board of Directors.
Rights Of Membership
Each advisory member shall be
entitled to name one or more individuals to serve as their representatives
on the Advisory Board. Such individuals shall have access to information
and records in the same manner as regular members of the corporation. They
shall have the right to attend all meetings of the Board of Directors and
GEC membership, but without right to vote.
The Advisory Board shall elect from
its members a chairman who shall serve for a one (1) year term.
Advice To The Board Of Directors
The Board of Directors will inform
the Advisory Board of matters being pursued by the GEC. The Advisory Board
may be asked to review specific issues and to render advice to the Board of
Ex Officio Directors
The Advisory Board may choose to
select from its members two (2) individuals who shall become ex officio
members of the Board of Directors with right to vote. Such ex officio
directors shall not be counted for a quorum of the Board of Directors.
EXECUTION OF INSTRUMENTS, DEPOSITS,
Execution Of Instruments
The Board of Directors, except as
otherwise provided in these Bylaws, may by resolution authorize any officer
or agent of GEC to enter into any contract or execute and deliver any
instrument in the name of and on behalf of GEC, and such authority may be
general or confined to specific instances. Unless so authorized, no
officer, agent, or employee shall have any power or authority to bind GEC by
any contract or engagement or to pledge its credit or to render it liable
monetarily for any purpose or in any amount.
Section 2. Checks And Notes
otherwise specifically determined by resolution of the Board of Directors,
or as otherwise required by law, checks, drafts, promissory notes, orders
for the payment of money, and other evidence of indebtedness of the
corporation shall be signed by the Treasurer and countersigned by the
President of GEC. Checks under one thousand dollars ($1,000) must be signed
by the President or the Treasurer or the Project Manager. Checks for one
thousand dollars ($1,000) or more must be signed by the President or the
Treasurer or the Vice-President or the Project Manager.
Section 3. Deposits
All GEC funds shall be deposited from
time to time to the credit of the corporation in such banks, trust
companies, or other depositories as the Board of Directors may select.
Section 4. Gifts
The Board of Directors may accept on
behalf of the corporation any contribution, gift, bequest, or devise for the
nonprofit purposes of this corporation.
ARTICLE X: CORPORATE
RECORDS, REPORTS AND SEAL
Maintenance Of Corporate Records
GEC shall keep at its principal
(a) Minutes of all meetings of
directors and committees of the Board, indicating the time and place of
holding such meetings, whether regular or special, and, for meetings of the
directors, 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 account of its assets, liabilities, receipts,
disbursements, gains and losses;
(c) A record of its members, if
any, indicating their names and addresses and, if applicable, the class of
membership held by each member; and
(d) A copy of GECís Articles of
Incorporation and Bylaws as amended to date, which shall be open to
inspection by the members of GEC at all reasonable times during office
hours. Current corporate records and such other business records as may be
directed by the Board of Directors, shall be kept at the office.
The Board of Directors may adopt,
use, and at will alter, a corporate seal. Such seal shall be kept at the
principal office of GEC. Failure to affix the seal to corporate
instruments, however, shall not affect the validity of any such instrument.
Directorsí 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 GEC
and shall have such other rights to inspect the books, records and
properties of GEC as may be required under the Articles of Incorporation,
other provisions of Bylaws, and provisions of law.
Right to Copy And Make Extracts
Any inspection under the provisions
of this Article may be made in person or by agent or attorney and the right
to inspection shall include the right to copy and make extracts.
Section 5. 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 of GEC to be so prepared and delivered
within the time limits set by law.
ARTICLE XI: IRC
501(C)(3) TAX EXEMPTION PROVISIONS
Limitations On Activities
No substantial part of the
activities of GEC shall be the carrying on of propaganda, or otherwise
attempting to influence legislation [except as otherwise provided by Section
501(h) of the Internal Revenue Code], and this corporation shall not
participate in, or intervene in (including the publishing or distribution of
statements) any political campaign on behalf of, or in opposition to, any
candidate for public office.
Notwithstanding any other provisions
of these Bylaws, GEC shall not carry on any activities not permitted to be
carried on (1) by a corporation exempt from federal income tax under Section
501(c)(3) of the Internal Revenue Code, or (b) by a corporation
contributions to which are deductible under Section 170(c)(2) of the
internal Revenue Code.
Prohibition Against Private Inurement
No part of the net earnings of GEC
shall inure to the benefit of, or be distributable to, its members,
directors or trustees, officers, or other private persons, except that GEC
shall be authorized and empowered to pay reasonable compensation for
services rendered and to make payments and distributions in furtherance of
the purposes of GEC.
Section 3. Distribution Of Assets
Upon the dissolution of GEC, its
assets remaining after payment, or provision for payment, of all debts and
liabilities of GEC 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 Georgia.
Private Foundation Requirements And Restrictions
In any taxable year in which GEC is
a private foundation as described in Section 509(a) of the Internal Revenue
Code, GEC 1) shall distribute its income for said period at such time and
manner as not to subject it to tax under Section 4942 of the Internal
Revenue Code; 2) shall not engage in any act of self-dealing as defined in
Section 4941(d) of the Internal Revenue Code; 3) shall not retain any excess
business holdings as defined in Section 4943(c) of the Internal Revenue
Code; 4) shall not make any investments in such manner as to subject GEC to
tax under Section 4944 of the Internal Revenue Code; and, 5) shall not make
any taxable expenditures as defined in Section 4945(d) of the Internal
AMENDMENT OF BYLAWS
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 a majority of the
Board of Directors.
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
All references in these Bylaws to
the Articles of Incorporation shall be to the Articles of Incorporation of
Glynn Environmental Coalition, Inc., filed with the Secretary of State of
Georgia 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.
OF AMENDED BYLAWS
We, the undersigned, are all of the
current directors of Glynn Environmental Coalition, Inc., and we consent to,
and hereby do, adopt the foregoing Bylaws, consisting of fourteen (14) pages
as the Bylaws of Glynn Environmental Coalition, Inc.
Adopted at the Annual Meeting of the
Glynn Environmental Coalition this 10th day of July, 2008.
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