UPPER VALLEY TRAILS ALLIANCE
As Adopted 4/26/01
& Amended 4/30/06
Amended 6/25/08
& Amended 7/24/13
& Amended 4/8/15
& Amended 5/13/2015
ARTICLE I
General Provisions
1.1 Name and Purpose. The name of the corporation is Upper Valley Trails Alliance (the "Alliance"). The Alliance is organized as a nonprofit educational organization dedicated to the enhancement of trails in the upper Connecticut River valley region of New Hampshire and Vermont. The purposes of the Alliance are to:
1.Encourage coordination and collaboration between trail-maintaining groups;
2.Provide technical assistance and training to trail-interested groups, landowners and individuals;
3.Provide education and assistance to trail users and information about trails in the UpperValley;
4.Foster cooperative relations between landowners, trail maintaining groups, and trail users;
5.Promote development and use of an integrated network of trails in the UpperValley region;
6.Promote public health and ecological awareness through use of trails; and
7.Foster the protection of trails through easements and other agreements with willing landowners.
8. To acquire property or property rights and interests in order to preserve open space resources that include or enhance public access, such as easements for trail corridors.
1.2 Nonprofit Status.
1. The Alliance is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. In addition, the Alliance shall comply with the law regulating “community trusts” as defined by the Internal Revenue Code, including, without limitation, IRC Section 170(b)(1)(A) and Regulation 1.170A-9.
2. No part of the net earnings of the Alliance shall inure to the benefit or be distributable to its trustees, officers, members 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 set forth above. No more than 49 percent of the individuals serving on the Board of Directors of the Alliance may be financially interested persons. "Financially interested persons” means: (1) Individuals who have received or are entitled to receive compensation, directly or indirectly, from the corporation for services rendered to it within the previous 12 months, whether as full- or part-time employees, independent contractors, consultants or otherwise, excluding any reasonable payments made to directors for serving as directors; or (2) Any spouse, brother, sister, parent or child of any such individual.
3. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in or intervene in (including the publishing of or distribution of statements) any political campaign on behalf of any candidate or public office, except to the extent that such activities are permitted for the corporation under the provisions of the Internal Revenue Code noted above, or the corresponding provisions of any future United States Internal Revenue Laws and the laws of the State of Vermont.
4. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on by:
(a) a corporation exempt from federal income taxation under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended (or the corresponding provisions of any future United States Internal Revenue Law),
(b) a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954, as amended (or corresponding provisions of any future United States Internal Revenue Law) or 11B VSA; or
(c) an organization which is defined and described in Section 509(a) of the Internal Revenue Code of 1954, as amended (or corresponding provisions of any future United States Internal Revenue Law).
5. Upon the dissolution of the corporation, and after paying or making provision for the payment of all the liabilities of the corporation, the remaining corporate assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) or corresponding provisions of any subsequent Federal tax laws, or the Federal government, or state or local government for a public purpose. Any assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as such Court shall determine, which are organized and operated exclusively for such purposes.
1.3 Location. The principal office of the Alliance shall be located at 326 Main Street, PO Box 1215, Norwich or at such other location in the State of Vermont as shall be selected by the Board of Directors.
ARTICLE II
Members
2.1 Qualifications. Membership shall consist of individual and organizational members.
2.2 Individual members. Individual members shall include any individual or landowner with an interest in the work of the alliance. Individual members in good standing are entitled to vote at meetings of the Alliance and to any benefits that the alliance may arrange for its members.
2.3 Organizational members. Organizational members may include trail maintaining groups, trail user groups, land trusts, municipal bodies, regional planning commissions, and other organizations or agencies that represent or provide services related to trails in the upper Connecticut River valley region of New Hampshire and Vermont. Organizational members in good standing are entitled to the services and opportunities provided by the alliance. Organizational members are not entitled to a vote in the Alliance as an organization, but any member of any organization may join as an individual.
2.4 Evidence of Good Standing. The Board of Directors may establish dues for individual or organizational members. The Board of Directors may request that organizational members execute an Affiliation Agreement indicating the organization or agency’s endorsement of support for the Alliance’s mission and purposes, such document not to imply any liability for actions of the Alliance.
2.5 Honorary Members. The Board of Directors may, in its discretion, confer honorary membership in the Alliance upon individuals or organizations who have made notable contributions to furthering the Alliance's objectives. Honorary members shall be entitled to exercise all of the right and privileges of members of the Alliance, including (in the case of individuals) the right to attend and vote at meetings of the members. Honorary members shall be exempt from the requirement of paying membership dues.
2.6 Restrictions on Transfer. Memberships in the Alliance are not transferable.
ARTICLE III
Meetings of Members
3.1 Place and Time of Meetings, Chair. Meetings of the Members may be held at such place and at such time as may be provided in the notice of the meeting and approved by the Board of Directors. The Chair of the Board of Directors shall preside or, in the Chair’s absence, the Vice-Chair shall preside.
3.2 Annual Meeting of Members. If desired, Thean annual meeting of the Members shall be held at such time and place as the Board of Directors shall determine.
3.3 Special Meetings of Members. Special meetings of the members may be called by the Board of Directors or the Chair or Vice-Chairof the Board of Directors and shall be called by the Board of Directors upon the written request of fifteen (15) members. Only business within the purpose or purposes described in the notice for a special meeting of the members may be conducted at the meeting.
3.4 Notice of Meetings. Written notice stating the place, day, and hour of each meeting of the members and, in the case of a special meeting, the purpose or purposes for which the special meeting is called, shall be given not less than fourteen (14) days before the date of the meeting, either personally, by postal mail, or electronic mail to each member entitled to vote at such meeting. Notice of meetings of members may be given by publication in an Alliance newsletter or other publication sent to each member entitled to vote at the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the U.S. Mail addressed to the member at the address as in appears on the records of the Alliance with postage prepaid.
3.5 Waiver of Notice; Attendance at Meeting. A member's attendance at a meeting (i) waives objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting, and (ii) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented.
3.6 Voting Rights. Each member shall be entitled to one vote on each matter presented to the members for a vote.
3.7 Quorum and Voting Requirements. Fifteen (15) members present in person or by proxy at a meeting of members shall constitute a quorum. The vote of a majority of the votes entitled to be cast by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members, unless a greater proportion is required by law or these Bylaws.
3.8 Proxies. A member entitled to vote may vote in person or by proxy. A member may appoint a proxy to vote or otherwise act for him/her by signing an appointment form, either personally or by his/her attorney-in-fact. An appointment of a proxy becomes effective when received by the Secretary of the Alliance or other officer or agent authorized to tabulate votes and is valid for eleven months unless revoked, or unless a longer period is expressly provided in the appointment form.
ARTICLE IV
Board of Directors
4.1 Number. The affairs of the Alliance shall be managed and conducted by a Board of Directors composed of at least nine and not more than sixteen Directors.
4.2 Election and Term. Members of the Alliance's Board of Directors shall be elected from the members at the annual meeting of the Alliance's membersnominated by the Governance Committee and voted on by the Board of Directors at their monthly meetings. Directors shall be nominated and elected to three (3)-year terms. Upper Valley Trails Alliance Board members may serve two consecutive three-year terms, after which at least one year must pass before members serve again. Term starts at the first Board meeting attended as a voting Board member.
(1) – The Chair of the Board, vice-Chair of the Board,or the Chair of the Governance Committee may askboard officers if they are willing to extend their terms beyond the initial two three-year terms, up to two years in one-year increments.
4.3 Vacancies. Vacancies on the Board of Directors may be filled by an affirmative vote of a majority of the remaining directors. A director elected by the Board of Directors to fill a vacancy shall be elected for the un-expired term of his predecessor in office.
4.4 Compensation. The Alliance's directors shall not receive any compensation for their services on the Board. The Board shall have the authority, however, to pay directors, members, officers, or employees reasonable compensation for bona fide services rendered for the Alliance and to reimburse members, directors, officers, or employees for reasonable expenses actually incurred for the benefit of the Alliance.
4.5 Conflict of Interest. A conflict of interest transaction is a transaction with the Alliance in which a director of the Alliance has a direct or indirect interest. A director of the Alliance has an indirect interest in a transaction if
(1) another entity in which the director has a material interest or in which the director is a general partner is a party to the transaction; or
(2) another entity of which the director is a director, officer, or trustee is a party to the transaction.
Any possible conflict of interest on the part of any member of the Board or officer of the Alliance shall be disclosed in writing to the Board and made a matter of record through an annual procedure and also when the interest involves a specific issue before the Board. In the Board's consideration of the transaction at issue, the Director who has disclosed a conflict of interest shall recuse himself or herself. The Board may approve the transaction at issue by a majority vote of the disinterested directors. The minutes of the meeting shall reflect that a disclosure was made, that the interested director abstained from voting and the outcome of the vote itself. The Board will comply with all requirements of Vermont law in this area and the Vermont requirements are incorporated into and made part of this policy statement.
4.6 Resignation. A director may resign at any time by giving written notice to the Board of Directors, the Chair, the Vice-Chair, or the Secretary of the Alliance. Unless otherwise specified in the notice, the resignation shall take effect upon receipt of the resignation by the Board of Directors or such officer, and the acceptance of the resignation shall not be necessary to make it effective.
4.7 Committees. The Board of Directors may establish one or more committees and, subject to these Bylaws and to applicable law, may delegate to any such committee or committees any or all of the Board's powers. Non-Board of Directors members may serve on committees; at least one member of the Board of Directors shall serve on each committee. Unless the Board of Directors otherwise designates or the Bylaws otherwise provide, committees shall conduct their affairs in the same manner as is provided in these Bylaws for the Board of Directors, with the exception that a majority of the total number of committee members shall constitute a quorum. Unless these Bylaws provide otherwise, the members of any committee shall be appointed by the Chair and remain in office at the pleasure of the Board of Directors.
4.8 Executive Committee.
a. The Board of Directors shall establish an Executive Committee. Except where otherwise limited by these bylaws or by action of the Board of Directors, the Executive Committee shall have full authority to act on behalf of the Board. The Executive Committee shall maintain minutes of its meetings with copies provided to each Director. The Executive Committee shall have not less than four (4) and not more than six (6) voting members, all of whom must be members of the Board of Directors. A majority of the voting members of the Executive Committee shall constitute a quorum.The Chair, Vice-Chair, Secretary, and Treasurer shall each be ex officio voting members of the Executive Committee. In addition to the voting members, the Board of Directors may designate one or more staff members of the Alliance as non-voting ex officio member of the Executive Committee.
b. Except as otherwise directed by the Board of Directors, the Secretary of the Alliance shall give all Directors notice of all regular and special meetings of the Executive Committee by publishing the date, time, and location of the meeting as provided in Section 3.4 above. Any member of the Alliance may request to be notified of Executive Committee meetings; in such case notice shall be provided as for Directors. A request to be notified of Executive Committee meetings must be renewed annually by September 1, by the interested member, to remain in effect. No meeting of or action taken by the Executive Committee shall be improper or invalid by reason of the Secretary's failure to provide such notice or any Director’s failure to receive the notice or inability to attend the meeting. Except as otherwise directed by the Executive Committee, all members shall have the right to attend and be heard at all meetings of the Executive Committee, but shall not have the right to vote at such meetings.
ARTICLE V
Meetings of the Board of Directors
5.1 Place and Time of Meetings, Chair. Meetings of the Board of Directors may be held at such place and at such time as may be provided in the notice of the meeting and approved by the Board of Directors. The Chair of the Board of Directors shall preside or, in the Chair’s absence, the Vice-Chair shall preside.
5.2 Annual Meeting. The annual meeting of the Board of Directors shall be held at such time and place as the Board shall determine and held immediately after the annual meeting of members.
5.3 Regular Meetings. The Board of Directors shall meet at least four (4) times per year, including the annual meeting, at such times and at such places as the Board shall determine. In the absence of a determination of the times and places of the regular meetings by the Board of Directors, the times and places of the regular meetings shall be determined by the Chair.
5.4 Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chair or the Vice-Chair, or at the request of any other four (4) members of the Board of Directors, and shall be held at a place reasonably accessible to all directors as shall be specified in the notice of special meeting.
5.5 Notice to Directors. Notice of any regular meeting of the Board of Directors, together with a summary of the proposed agenda for the meeting, shall be given at least two (2) days prior to the meeting by written notice delivered personally or sent by mail, electronic mail, or facsimile to each Director at his/her address as shown by the records of the Alliance. Notice of meetings of the Board of Directors may be given by publication in an Alliance newsletter or other publication sent to each director entitled to vote at the meeting. Such notice shall be deemed to be delivered when sent. Notice of any special meeting of the Board of Directors, together with a brief indication of the business to come before the meeting, shall be given in the same manner at least twenty-four hours before the meeting. Any director may waive notice of any meeting either before or after the meeting. The waiver of notice must be in writing signed by the director and delivered to the Alliance for insertion in the Alliance's record books. 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 or convened. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws.