GUILFORD LAND CONSERVATION TRUST, INC.
ARTICLE 1 – DIRECTORS
Section 1. General Powers. The property, affairs and activities of the Corporation shall be managed by a Board of Directors consisting of no less than nine (9) and no more than twelve (12) persons (the “non-officer directors”) who shall be members of the Corporation and residents of the Town of Guilford, and, in addition thereto, the President, Vice President, Treasurer and Secretary, who shall also be directors. The Board of Directors may and shall exercise all of the powers of the Corporation except such as are expressly conferred upon or reserved to the members. The President, the Vice President, Treasurer and Secretary shall have all of the rights and obligations of directors, including without limitation the right to vote, and shall be counted in determining whether a quorum is present. In the event of a tie vote of the Board of Directors, the President shall cast an additional deciding vote.
Section 2. Election of Directors.Non-officer directors shall be elected at the Annual Meeting of the Corporation and shall serve for terms of up to three (3) years. A non-officer director shall serve for the term for which he is elected and until his successor is elected. No person may serve as a non-officer director for more than two (2) consecutive full terms; provided, however, that this limitation shall not prevent a non-officer director who has served two (2) consecutive full terms from immediately thereafter becoming a director by reason of becoming an officer. If a director ceases to be a resident of Guilford or a member of the Corporation, his term as director shall immediately terminate. If an officer-director ceases to serve as an officer of the Corporation, his term as an officer-director shall immediately terminate.
Section 3. Vacancies. In case of any vacancy in the non-officer directorships on the Board of Directors by death, resignation, disqualification, or any other cause, the remaining directors may appoint a successor by affirmative vote of a majority of them to serve until the next Annual Meeting of the Corporation, at which a successor shall be elected for the balance of the term (if any). Notwithstanding the foregoing, in the event that any such vacancy causes the total number of non-officer directorships to fall below nibe (9), the remaining directors shall promptly appoint a successor by affirmation vote of a majority of them to serve until the next Annual Meeting of the Corporation, at which time a successor shall be elected for the balance of the term (if any).
ARTICLE 11 – OFFICERS
Section 1. Election of Officers. The officers of the Corporation shall be a President, a Vice President, a Secretary and a Treasurer, all of whom shall be members of the Corporation and residents of the Town of Guilford. The first officers of the Corporation shall be elected at the organization meeting of the Corporation and shall serve until the Annual Meeting to be held in the spring of 1966. Thereafter, officers shall be elected annually by the members at the Annual meeting. If an officer ceases to be a member of the Corporation or ceases to be a resident of the Town of Guilford, his term as such officer shall immediately terminate.
Section 2. Powers and Duties. The various officers shall have such powers and duties as customarily appertain or are incident to their respective offices and, in addition, such powers and duties as the Board of Directors confers and designates.
Section 3. Vacancies. In case of any vacancy among the officers by death, resignation, disqualifications, or any other cause, the Board of Directors may elect a successor to hold office until the next Annual Meeting. In addition, the Board of Directors may elect from time to time such Assistant Secretaries and Assistant Treasurers as in its judment may be necessary, to hold office until the next Annual Meeting.
ARTICLE III – MEETINGS OF MEMBERS
Section 1. Annual Meeting. The Annual Meeting of the members of the Corporation shall be held in Guilford at such place and on such day, in the spring, as the Board of Directors (or the President, in the absence of action by the Board of Directors) may determine, for the purpose of electing directors and officers and the transaction of any other business which may legally come before the meeting.
Section 2. Special Meetings. A Special Meeting of the members of the Corporation may be called at any time by the President, by the Board of Directors.
Section 3. Quorum. An any Annual or Special Meeting of the members of the Corporation, the lesser of twenty (20) members or five percent (5%) of the members of the Corporation entitled to vote shall constitute a quorum. There shall be no voting by proxy, except on resolutions providing for: (a) amendment of the Certificate of Incorporation; (b) approval of a plan or merger or consolidation; (c) sale of all or substantially all the assets of the Corporation; and (d) dissolution of the Corporation.
Section 4. Nominations for Directors and Officers. At least one (1) month before the Annual Meeting, the President (or the Board of Directors in the absence of action by the President) shall appoint a nominating committee which shall nominate one (1) person for each position of non-officer director to be filled, and one (1) person each for President, Vice President, Secretary, and Treasurer. Additional nominations for directors and officers may be made by petition signed by at least two hundred (200) members entitled to vote and delivered to the President or the Secretary of the Corporation at least fourteen (14) days before the Annual Meeting. Nominations may not be made from the floor.
ARTICLE IV – FISCAL YEAR
The fiscal year of the Corporation shall be from January 1st to December 31st in each year.
ARTICLE V – AMENDMENTS
These Bylaws may be amended by adoption of an amendment resolution, either before or after adoption thereof by the members, by the Board of Directors, and adoption of such resolution by the affirmative vote of at least two-thirds (2/3) of members present and entitled to vote thereon at a meeting at which a quorum is present; provided, however, that any proposed amendment to be presented at a meeting of the members must be delivered to the President or the Secretary of the Corporation at least thirty days (30) before such meeting.
Adopted at the Annual Meeting of the Corporation held on May 17, 2012