Bylaws of HLCF
BYLAWS OF THE HOLY LAND CONSERVATION FOUNDATION
Section 1. In these Bylaws and for the purposes hereof:
(a) "Charter" shall mean the Articles of Incorporation of the Holy Land Conservation Foundation (HLCF or the "Corporation") as from time to time amended.
(b) "Director" or “Directors" shall mean a member or members of the Board of Directors of the Corporation who have become such in accordance with the provisions of these Bylaws, and shall also mean the members of the Board of Directors as named in the Charter.
(c) “Board" shall mean the Board of Directors of the Corporation.
(d) Whenever a masculine pronoun appears it is for convenience only and shall mean either a male or female person.
(e) “Holy Land” shall be defined broadly as the geographic area included in the Eastern Mediterranean Region.
Title and Functions
Section 1. The name of this organization shall be “Holy Land Conservation Foundation.” The name shall not be used by any individual or outside entity without due permission of the organization’s board of directors. The title may be changed by a vote of the board members with due notice and following the applicable state and federal regulations.
Section 2. The functions of this organization shall be purely educational and academic and shall include the following:
1. Promote environmental conservation by engaging in public education (through exhibits and outreach programs) and research pertaining to the rich natural resources of the area.
2. Promote science education among young individuals. Schools generally lack funding for science labs and this foundation (with a local museum and library) would provide a convenient method of filling the gap. This also includes promoting science among the general public and especially highlighting the scientific method. This will help create a more positive intellectual atmosphere in an area previously dominated by emotion and politics.
3. Promote appreciation of the rich zoological, botanical, historical, and geological heritage of the Holy Land.
4. Engage in research and technology transfer to benefit local, national, and international individuals and institutions dedicated to environmental conservation in the Middle East. For example, conservation assessment studies of the local fauna and flora will be undertaken to provide useful information to policy makers on issues of conservation.
Board of Directors
Section 1. General Powers. The Directors shall: a) establish major administrative policies governing the affairs of the association and device and mature means for the associations growth and development, b) execute the business of the Corporation except as otherwise expressly provided by law or by the Articles of Incorporation including committee appointments, secretarial functions, financial decisions, and others deemed appropriate by a majority vote of the Directors.
Section 2. Number, Election and Term of Office. The Board of Directors shall consist initially of the persons named as initial members of the Board of Directors in the Charter and the officers of the association (see Article IV). Upon adoption of the bylaws a new election of Board members and officers will be carried out. The number of Directors may be changed from time to time by the Board to an odd number of not less than seven and no more than fifteen. Elected Directors will hold the first meeting and shall draw straws so that the term of one third of the Directors shall expire at the end of one year, one third at the end of two years, and one third at the end of three years. Thereafter, the terms of Directors shall be for three years. A "year" for the purposes of this paragraph shall be deemed to commence at the time of the annual meeting of the Board (as provided in Article III, Section 4) and end at the time that the following annual meeting is called to order. At each such annual meeting the Directors then in office shall elect Directors to fill the vacancies created by the terms ending just prior to the meeting. Directors may be re-elected and the past president of the foundation shall be retained as a member of the Board of Directors for an additional one year. Individuals may be re-elected for additional board terms. Vacancies on the board occurring from time to time because of resignation, removal, death or enlargement of the Board may be filled by action of the Board, with such replacement Directors to be designated to complete the term of the Director being replaced.
Section 3. Board decisions. Board decisions are carried by a simple majority vote except as stated elsewhere in these Bylaws, whereby a two-thirds majority vote is required. In case of a tie, the president’s vote will be considered a tie breaker.
Section 4. Board Meetings. The Board shall hold its first business meeting to adopt these bylaws and then for the purpose of organization and the election of officers, and for the transaction of such other business as may be required by law or by these Bylaws or designated by the Board. Such meeting shall be upon one month advance written notice to all Directors. The Board by resolution may provide for the holding of other regular meetings, but in any event shall meet at least once a year (date fixed by the Board), for the purposes of electing Directors to fill vacancies, electing officers for the ensuing year, and such other matters as the Board may determine. Subsequent meetings shall be held whenever called by the President or by any two-thirds majority of the Directors upon proper notice as above. The Board may hold its meetings at such place or places, as the Board from time to time may determine, or as may be designated in the respective notices thereof or in the respective waivers of notice thereof and consents thereto signed by a single majority of the Directors.
Section 5. Notice of Board Meetings. Notice of each regular or special meeting of the Board (except for the first regular meeting) shall be in writing and signed by the President or the Secretary. A copy thereof shall be furnished to each Director not less than one month before the meeting, and, if mailed, it shall be directed to the Director at his residence or usual place of business. Except as otherwise provided by law, notice of a meeting of the Board should include an agenda.
Section 6. Quorum and Manner of Acting. At each meeting of the Board, the presence of a simple majority of the full Board shall constitute a quorum for the transaction of business provided proper notice is given (Article III, section 5). If a simple majority of the board is not present, then voting on issues requiring Board decisions can be postponed and performed either by mail or at subsequent meetings. The act of Directors present at any such meeting at which a quorum is present shall be the act of the Board. Whether or not there is a quorum at any meeting, a majority of the Directors who are present may adjourn the meeting from time to time to a day certain. The Directors shall act only as a Board, and no individual Director shall have any authority as such. Individual directors will abide by any decisions reached even if they voted in opposition.
Section 7. Organization. At each meeting of the Board, the President or, in his absence, the President-elect shall act as chairman. The Secretary of the Board shall act as secretary of such meeting, and in his absence the chairman shall appoint some other person to act as secretary of the meeting.
Section 8. Resignations and Removal. Any Director may resign at any time by giving written notice to the President or to the Board. Such resignation shall take effect at the time specified therein, and, unless otherwise specified therein, acceptance shall not be necessary to make it effective. Any Director or officer may be removed, either with or without cause, at any time, by the affirmative roll call vote of a two-thirds majority of the other Directors at any meeting of the Board or by mail vote.
Section 1. Appointment, Term of Office and Qualifications. By a simple majority vote, the Board shall choose at the first organizational meeting a President, a President-elect, a Secretary, a Treasurer, and such other officers as the Board may deem necessary or advisable. The president elect will act as a vice president until his term commences at the next appropriate annual meeting. The term of office of each will be two years. At the end of the two years, election will be held for the office of the president and the individual so elected would function as a president-elect/vice president until his term commences. Each of such officers shall hold office until the next election and until his successor is chosen and qualified. The election for treasurer and secretary will be held bi-annually. One person may hold more than two of said offices and may be re-elected for another year. No instrument required to be signed by more than one officer shall be signed by the same individual in more than one capacity.
Section 2. Resignations and Removal. See Article III, Section 8.
Section 3. President. The President shall have general supervision of the business of the Board, and over its several officers, subject, however, to the control of the Board. The President shall preside at all meetings of the Board and, in general, shall perform all duties incident to the office of President, and such other duties as from time to time may be assigned to him by the Board.
Section 5. President-elect. At the request of the President or in his absence or disability, the President-elect will act as a Vice President and shall perform all the duties of the President and, when so acting, shall have all the powers of the President. The President-elect shall be the chairperson of a standing committee.
Section 6. Secretary. The Secretary shall:
(a) keep the minutes of all meetings of the Board in books to be kept for this purpose.
(b) see that all notices are duly given in accordance with these Bylaws or as required by law;
(c) be custodian of the records (other than financial);
(d) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board or the President.
Section 7. Treasurer. The treasurer shall:
(a) have charge and custody of, and be responsible for, all funds and securities of the Corporation and deposit all such funds in the name of the Corporation in such depositories as shall be designated by the Board;
(b) exhibit at all reasonable times his books of account and records to any of the Directors upon application;
(c) render a statement of the condition of the finances of the Corporation at all regular meetings of the Board and a full financial report at the annual meeting of the membership;
(d) receive, and give receipt for, moneys due and payable to the Corporation from any source whatsoever and, subject to the direction of the Board or of any committee thereunto authorized or of the President, pay out and supervise the disbursement of moneys of the Corporation;
(e) in general, perform all the duties incident to the office of Treasurer, and such other duties as from time to time may be assigned to him by the President or the Board, or as prescribed in these Bylaws.
Section 1. Committees. The Corporation shall have committees, composed of members of the Board and other individuals as selected by the President in consultation with the officers of the Corporation and members of the Board. The latter committee members may be selected from contributors and donors to the Corporation or elsewhere from individuals who support the mission and goals of the Corporation. Committees shall be of two types: Standing committees which shall be permanent and Ad Hoc Committees appointed from time to time by the President in order to better conduct the business of the Corporation.
Section 2. Standing Committees. Four Standing Committees shall have permanent standing in the Corporation. These shall be as follows: Ways and Means Committee, Committee of Advisors, Committee for Conservation Activities, and Committee for Educational Outreach and Resources.
(a) Ways and Means Committee shall consist of at least three members, of which one must be a member of the Board, appointed by the President. The purpose of this Committee shall be primarily fundraising to support the mission and goals of the Corporation and various programs developed to fulfill the mission and goals.
(b) Committee of Advisors shall consist of at least three members, of which one must be a member of the Board, appointed by the Presidnent. The remainder shall be chosen by the President from contributors and donors to the Corporation or elsewhere from among persons who support the mission and goals of the Corporation. The purpose of this Committee is to advise and support the President and the Board on matters relevant to the mission and goals of the Corporation.
(c) Committee for Conservation Activities shall consist of at least three members appointed by the President. The purpose of this Committee shall be, primarily but not exclusively, (1) to identify issues of conservation importance in the Region, (2) to liaise with National, Regional and International governmental and non-governmental organizations and agencies in an advisory capacity concerning these issues, keeping the importance of conservation of the environment as the primary focus while maintaining political, ethnic and religious neutrality, and (3) to initiate and implement programs that will effect changes beneficial to the conservation of the environment. and ists flora and fauna.
(d) Committee for Educational Outreach and Resources shall consist of at least three members appointed by the President and include some members from the conservation community of the Region. The purpose of this Committee, primarily educational in nature and scope, shall be to develop or assist in the development of various programs designed to educate the public, especially the children and young people of the Region, about the environment and its conservation, and by establishing a conservation ethic in these people at an early age, influence a benevolent and understanding attitude toward the environment for the rest of their lives. Among other activities, the purpose may be effected by establishing museums, nature centers, and libraries; resource centers housing images, books and similar printed resources, and pamphlets and brochures; and assisting existing programs or developing new programs to educate the public, especially children in the conservation of the environment and its flora and fauna.
Section 3. Ad Hoc Committees. Ad Hoc Committees shall be appointed by the President with the advise of the Officers and members of the Board in order to conduct the business of the Corporation. These shall be temporary committees but may be made permanent by the necessary changes in the Bylaws.
Execution of Instruments, Etc.
Section 1. Execution of Contracts, etc. The Board may authorize any officers or agents to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
Section 2. Deposits. Funds of the Corporation may be deposited from time to time to the credit of the Corporation with such depositories as may be selected by the Board.
Section 3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes, acceptances, or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officers or agents, and in such manner, as shall be determined from time to time by resolution of the Board. Unless otherwise provided by the Board, endorsements for deposit to the credit of the Corporation in any of its depositories may be made, without countersignature by the President or Vice President or Treasurer, or by any other officer or agent to whom such power shall have been delegated by the Board, or may be made by hand-stamped impression in the name of the Corporation.
These Bylaws may be amended or repealed by a two-thirds majority roll call vote of the Directors. The proposed amendment or part to be appealed together with that portion of the old Bylaws to be amended or appealed shall be mailed to members of the Board at least four weeks prior to the annual meeting at which the vote is scheduled.
The corporation shall, to the fullest extent now or hereafter permitted by law, indemnify any person made, or threatened to be made, a party to an action or proceeding by reason of the fact that he was a Director, officer or former Director or Director of the corporation, or of any other organization served by him in any capacity at the request of the corporation, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorney's fees.
Prohibition Against Sharing In Corporation Earnings
No officer of, member of the Board of, employee of, member of a committee of or person connected with the Corporation, or any other private individual shall receive at any time any of the net earning or pecuniary profit from the operation of the Corporation, provided that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the Corporation in effecting any of its purposes and shall be fixed by the Board of Directors; and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Corporation.
Dissolution of the Corporation
Section 1. Dissolution. Dissolution of the Corporation may be effected by the board of directors only after a resolution outlining such dissolution has been mailed to all members of the Board of directors for review. A period of four weeks shall pass for such review by the board before any action on the resolution can be taken. After the review period the Corporation can be dissolved only by an affirmative roll call vote of a two-thirds majority of the full Board of Directors at a meeting or by a mail vote of certified ballots.
Section 2. Distribution of Assets. Upon the dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the assets of the Corporation, after all debts have been satisfied, then remaining in the hands of the Board of Directors shall be distributed, transferred, conveyed, delivered, and paid over, in such amounts as the simple majority of the Board of Directors may determine or as may be determined by a court of competent jurisdiction upon application of the Board of Directors, exclusively to charitable, religious, scientific, literary, or educational organization which would qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and its Regulations as they now exists or as they may hereafter be amended.