Lancaster County Conservancy Bylaws

Amended and Restated as of June 21, 2003

Article I

NAME

The name of this corporation is LANCASTER COUNTY CONSERVANCY.

Article II

STATEMENT OF PURPOSE

The purpose of this corporation will be to encourage and undertake the preservation of an adequate amount of natural and agricultural open space for our future generations through public education, community relations, and the acquisitions and maintenance of land. This corporation does not contemplate pecuniary gain or profit, incident or otherwise, for its members.

Article III

MEMBERSHIP

Section 1. Any person of good moral character shall be eligible for membership, regardless of race, creed, color or national origin. Any member in good standing shall be eligible to hold office in this Corporation either as an officer or a member of the Board of Directors.

Section 2. The members shall meet at least once per year at the annual meeting of members.

Article IV

BOARD OF DIRECTORS

Section 1. The affairs of the Corporation shall be managed by a board of directors consisting of no more than 18 nor less than 11 people, as determined from time to time by the Board of Directors. The Board of Directors shall have the right to adopt such policies and procedures for the operation of the Corporation as it may from time to time deem necessary, desirable or appropriate. Unless otherwise provided by statute, all powers vested by law in the Corporation shall be exercised by the Board of Directors.

Section 2. The general membership shall elect the members of the Board of Directors. Nominations of directors shall be made by a nominating committee or from the floor at the annual meeting of members. Elections of directors shall take place at the annual meeting or other meeting of the members as determined by the Board of Directors. A simple majority vote of the members present and voting at the annual meeting shall be required to elect a member to the Board of Directors

Section 3. The term of office for members of the Board of Directors shall be three years. One third of the Directors shall be elected each year. (Sequence was established February 13, 1974). No Director may serve more than two consecutive full three year terms. However, he or she may be reelected after a one year absence.

Section 4. Vacancies on the Board of Directors may be filled by a majority vote of the remaining members of the Board even though less than a quorum is present, and each person so elected shall be a Director for the remainder of the unexpired term for which he or she was elected. Vacancies shall be filled as soon as practicable after the vacancy is created.

Section 5. The ballot for the election for the members of the Board of Directors for office in this Corporation shall, at the request of any member present and voting, be by a closed, written ballot. Otherwise, election of directors may be by voice vote.

Section 6. Regular monthly meetings of the Board of Directors shall be held at such time and place as shall be designated. An annual meeting of the Board of Directors will be held in April of each year, or at such other time designated from time to time by the Board of Directors, for the purpose of electing officers and appointing committees. Special meetings of the Board of Directors may be called by the chairperson or by two or more directors, upon no less than three (3) days’ written notice to all directors. A majority of the directors in office shall be necessary to constitute a quorum for the transaction of business and, unless otherwise required by law, the acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors. Proxy voting by directors is not permitted.

Article V

OFFICERS

Section 1. The officers of this Corporation shall be a Chairperson, up to three (3) Vice Chairpersons, a Secretary, a Treasurer and such other officers as the Board of Directors shall from time to time determine. The officers shall have such duties, responsibilities and authority in the management of the Corporation as from time to time may be determined by the Board of Directors.

Section 2. All officers must be members of the Corporation.

Section 3. The Board of Directors shall elect the officers of this Corporation at the board meeting immediately following the annual general membership meeting. A simple majority of the members of the Board of Directors present shall be required to elect the officers of this Corporation.

Section 4. The term of office for all officers shall be one year and no person shall hold the same office for more than three (3) consecutive years.

Section 5. In the event that the office of an officer shall become vacant, the remaining members of the Board of Directors shall as soon as practicable fill such vacancy for the remainder of the unexpired term.

Article VI

MEETING OF MEMBERS

Section 1. Meetings. There shall be an annual meeting of the members of the Corporation, at which Directors shall be elected as provided in Article IV of these bylaws. The annual meeting shall be held in April of each year, or at such other time as determined by the Board of Directors. Special meetings of the members may be called by the Board of Directors, Chairperson, or members entitled to cast at least 10% of the votes which all members are entitled to cast at the particular meeting.

Section 2. Quorum. A majority of the Board as numbered from time to time shall constitute a quorum for the transaction of business at meetings of the members.

Section 3. Acts by a majority of members present and voting at a duly organized meeting of members at which a quorum is present shall constitute acts of the members.

Article VII

AMENDMENTS

Section 1. These bylaws may be adopted, amended or repealed in whole or in part at any special meeting of the members called for that purpose or at any annual meeting of the members by a majority vote of the members present at such meeting, provided that a quorum is present. These bylaws may also be adopted, amended or repealed in whole or in part by majority vote of the Board of Directors, subject however, to the power of the members to change such action.

Article VIII

COMMITTEES

Section 1. A Financial Committee composed of the Treasurer, another Board Member, and such other members as deemed necessary or desirable shall be appointed by the Chairperson at the first Board of Directors meeting after the general membership annual meeting. It shall be the duty of this committee to keep financial records, receive funds, pay bills, and issue financial reports as required by the Board of Directors, and to perform other duties as the Board shall direct.

Section 2. A Land Stewardship Committee composed of the Vice Chairperson for Stewardship, another Board Member, and such other members as deemed necessary or desirable shall be appointed by the President at the first Board of Directors meeting after the general membership annual meeting. It shall be the duty of this committee to create and implement management plans for all properties owned by the Conservancy, monitor all properties under the jurisdiction of the Conservancy, and to look to the enforcement of all easements held, under the conservation easement monitoring and enforcement policy and using inspection reports.

Section 3. A Land Acquisition Committee composed of the Vice Chairperson for Land Protection, another Board Member, and such other members as deemed necessary or desirable shall be appointed by the Chairperson at the first Board of Directors meeting after the general membership annual meeting. It shall be the duty of this committee to provide information to the public, and to prospective donors of land or conservation easements, regarding the advantages and various methods of accomplishing land preservation, consistent with the Conservancy’s purpose of encouraging and undertaking the preservation of natural and agricultural open space and the acceptance of gifts of land in fee or of conservation easements or other methods of land preservation.

Section 4. An Executive Committee of three or five members (one of which, shall be appointed by the Chairperson, subject to the confirmation of the Board of Directors, at the first Board Meeting following the general membership annual meeting. The Executive Committee shall be comprised of Board members, except that, if the Chairperson so chooses, it may include the immediate past Chairperson. It shall be the duty of this committee to have general supervision of the affairs of the Conservancy during the time between its regular Board of Director’s meetings and to perform such other duties as the Board of Directors shall specify. The Committee shall be subject to the orders of the Board, and none of the acts of the committee shall conflict with actions taken by the Board.

Section 5. Other Committees, standing or special, shall be appointed by the Chairperson as she or he and the Board of Directors shall deem necessary, desirable or appropriate to carry on the work of the Conservancy. The Chairperson shall be a member of each committee, ex officio.

Article IX

INDEMNIFICATION

Section 1. Any and all possible rights of indemnification, without any limitation, either authorized by law or not specifically prohibited by any law, bylaw, agreement or otherwise shall inure to the maximum extent not prohibited to the benefit of any member, director, officer and/or volunteer sanctioned by the Board of Directors in whatever present or past capacity or by whatever reason available or not prohibited. This shall include, but not be limited to, payment promptly in advance, but subject to any requirement of law as to repayment, if applicable. This provision shall apply no matter how not prohibited, so that same shall be available to said person to the maximum extent possible, no matter by what authority.

Section 2. To the maximum extent not prohibited and to the maximum extent authorized by law, directors shall be free of personal liability, including, but not limited to, the maximum extent permitted under the Pennsylvania Director’s Liability Act (42 Pa. C.S. Sec. 8361 et seq.) or any other law or case decision now or hereafter in effect.

Article X

PARLIAMENTARY AUTHORITY

Roberts Rules of Order will be the authority for all questions of procedure at any meeting of the Conservancy. BOARD OF DIRECTORS POLICIES

2. No compensation will be paid to any member of the Board for service as a member of the Board, reasonable expenses may be allowed such as postage, telephone service or other minor expenses [Add to Bylaws?]. Bills should be submitted monthly. 3. Any Director who fails to attend, without prior explanation, a total of three consecutive meetings of the Board of Directors during any year of his or her term shall be presumed to have offered his or her resignation, which shall be accepted at the discretion of the Board. [Add to Bylaws?]

1. 2. 3.

F. Officers.

1. The three vice presidents of the Conservancy will be a Vice President for Land Acquisition, a Vice President for Land Stewardship, and a Vice President for Public Affairs. [may change from time to time – in my opinion, no need to include] 2. Any officer may be removed for cause by a two third vote of the Board. Cause for removal from office shall include illness, non- member of the Conservancy, lax attendance and incompetence. [This is more restrictive than permitted by law. §5733 of Pa’s Nonprofit Corporation Law provides that “unless otherwise provided in the bylaws any officer or agent may be removed by the board of directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights of any person so removed.] 3. The President shall be the chief executive officer of the Conservancy. It will be the duty of the president to preside at all meetings. He or she will execute on behalf of the Conservancy all contracts, deeds, conveyances and other instruments in writing that may be required by the Board of Directors. The secretary of the Board may assist in executing any of the above transactions.

G. Responsibilities of the Board

1. Board members should actively involve themselves in at least one Board Committee. 2. Committees should report at all Board meetings. 3. Board members should review the adequacy of the Conservancy insurance coverage. 4. Require an annual audit of all funds. 5. Require an annual preparation of a budget. 6. Insist that the Conservancy consult legal counsel when necessary. 7. Board members are expected to promote the Conservancy to others and also are expected to contribute to any fund drive. 8. Any conflict of interest shall be reviewed by the Board. 9. The Board shall avoid contracts or agreements which do not conform with the philosophy of the Conservancy.

H. Committees

1. General Duties

a. The Board of Directors may designate one or more ad hoc committees which will consist of at least one committee chair and two or more committee members. b. Committee members may be members of the Board, members of the Conservancy, or other interested persons. c. The chair of the committee will be appointed by the president who will act with the Board’s approval. d. Studies, findings, and recommendations of all committees will be reported to the Board of directors for consideration and action. e. The Board of Directors will have the following committees:

Education and Public Affairs Executive Finance Land Acquisition Land Stewardship and Property Legal Membership Nomination

2. Committee Specifics

a. Education and Public Affairs i. Charge – To educate both children and adults about the joys and intricacies of the web of life embodied in the natural world and perpetuate the caring stewardship of natural resources. ii. Duties 1) Quarterly newsletter release. 2) News releases using multi-source media. 3) Promote and arrange field trips and nature walks. 4) Update brochures and property guides. 5) Organize the annual Conservancy banquet. 6) Arrange personal contact with the public through displays, telephone, or face to face. 7) Procure volunteers to assist in any project. 8) Present recognition awards. 9) Communicate with legislative members. Review pending bills and designate type of action. b. Executive i. This committee will be chaired by the president and will consist of all officers. ii. This committee will serve as a central planning group for the Conservancy in an advisory capacity. c. Finance i. Shall perform an annual internal financial review. ii. Shall be responsible for producing a workable budget. iii. Shall review all insurance policies. iv. Shall make recommendations for the investment of funds and be responsible for the Land Endowment Fund. v. Fiscal year shall be from January 1 to December 31. d. Land Acquisition i. The Vice President for Land Acquisition shall be a member of this committee. ii. Duties 1) Investigate and prioritize land acquisition opportunities. 2) Conduct an investigation, collect data, contact owners and provide follow-up as directed by the Board. 3) Work with the Land Stewardship and Property Committee to obtain cleanup and maintenance estimates with respect to possible land acquisitions. e. Land Stewardship and Property i. The Vice President for Land Stewardship shall be a member of this committee ii. Duties 1) Care of all properties owned. 2) Enforcement of all easements held by the Conservancy. 3) Recordkeeping of maps, notes, letters, etc. on all properties and easements. 4) Shall answer all requests for information about how the Conservancy can protect property including financial considerations. 5) Shall respond to and monitor the status of all complaints, litigation, promotion and any problems involving present or anticipated future landholdings, including meetings. 6) A member of this committee should attend township and Lancaster County Planning Commission meetings involving present or anticipated future land holdings. iii. Detailed Duties 1) Maintain property entrance signs for visibility. 2) Maintain and construct trails 3) Maintain and strategically place “Nature Signs”. 4) Signs supplied by the PA Fish Commission are placed on properties and enforced by the Commission. 5) Visit all properties and mark boundaries with white paint every two years. 6) Maintain contact with the Tucquan Task Force in monitoring Tucquan Glen to deep it a scenic river. 7) Keep grotto on the Boyer property visible. f. Legal i. Duties 1) Shall be involved in all legislative affairs, including pending legislation and legal land affairs pertaining to the Conservancy. 2) Shall work with the solicitor in reviewing documents and advising the Board. Shall be responsible for drafting easements for Council review. 3) Shall be responsible for the IRS compliance for charitable contributions. g. Membership i. Duties 1) Keep membership records current. 2) Send and record annual renewal notices. 3) Assist in any fund raising campaign including the Bird Seed Sale. 4) Formulate and conduct a membership drive. 5) Review annual dues structure and make recommendations to the Finance Committee. h. Nomination i. This committee shall consist of three Board Members who will serve for one year. ii. This committee shall investigate, select, educate and inspire prospective Board Members. iii. The committee shall review and evaluate the current Board member’s profile, and evaluate the performance of the current members and recommend reappointments. iv. The committee will ask for the resignation of Board members who do not attend meetings or participate actively. This action is subject to Board approval.

I. Miscellaneous

1. Future of the Conservancy a. Upon the dissolution of the Conservancy and after payment or provision for payment of all liabilities of the Conservancy, the Board of Directors will dispose of all of the assets of the Conservancy exclusively for the purpose of the organization or to an organization that is qualified as tax exempt organization under 501(c)(3) of the Internal Revenue Code of 1986. b. The Board of Directors desire that all land holdings and easements deeded to the Lancaster County Conservancy shall be transferred upon dissolution to The Nature Conservancy (Philadelphia Chapter).

2. General a. The Board of Directors may amend the bylaws and policies to include or omit any provision that it could lawfully include or omit at the time the amendment is made. b. The abovementioned policies involving members of the Board of Directors shall become effective immediately upon adoption by the Board.

[I suggest removing all of Article XI from the bylaws – in certain cases, I incorporated portions of Article XI into the earlier Articles (those provisions are shown as deleted). The remaining provisions can be considered by the Board as policies, but, in my opinion, should not be part of the bylaws.]

Articles I-VII adopted 11/19/69; amended 3/1/83; amended 6/__/03 Articles VIII-X adopted March, 1989; amended 6/___/03 Articles XI adopted March 1991; repealed 6/__/03