Susquehanna County Forest Landowners’ Association By-Laws
As amended January 1, 2017
Article I: Organization
This organization shall be known as the Susquehanna County Forest Landowners’ Association.
Article II: Objectives
It is the purpose of this association to provide a vehicle by which forest landowners of Susquehanna County may organize themselves to achieve a higher level of management of their forest resources.
The association shall function to organize the voice of the landowners and to provide a forum for the promotion of proper forest management for the best long-term use of forest resources.
Article III: Membership
Membership in the association shall be open to all owners of 10 contiguous acres of forestland or more within Susquehanna County.
The annual dues shall be established by the Board of Directors and approved by a majority vote of the membership at the annual meeting.
Any owner of forestland desiring to become a member of the association should make application giving name, address and telephone number, location of property or properties within Susquehanna County.
Members shall be entitled to one vote in all matters of the association. Properties of multiple blocks or those held by more than one owner such as clubs, corporations, partnerships, estates, etc, shall have only one vote.
Membership will be on a calendar year basis beginning January 1 and ending December 31. Dues notices to be sent out October 15 are payable by year-end.
Article IV: Meetings
The annual meeting of the association for the election of officers and for the transactions of the other business shall be held in November at such time and place as determined by the Board of Directors.
The Board of Directors shall determine regular meetings of this association.
Special meetings of the general membership may be called by the President at such times as may be deeded necessary to conduct business of the association; or upon written request of three members of the Board of Directors; or upon written request by 15% of the members of the association such meetings shall state the time, place and objectives of the meeting.
Written or printed notice of every special meeting of members shall be prepared and mailed to the last known address of each member, not less than fourteen days before such meeting. Such notice shall state the objective or objectives thereof and the time and place of meeting.
Fifteen members or fifteen percent of members, whichever is greater, shall constitute a quorum for the transaction of business at membership meetings of the association; but a lesser number may adjourn the meeting for a period of not more than one month from the date scheduled in the by laws.
All meetings for the furtherance of this association’s objective shall be conducted in accordance with Robert’s rules of order.
The order of business at the annual meeting shall be:
1. Call to Order & Ascertainment of a quorum
2. Reading/disposal of minutes of last annual meeting
3. Treasurer’s Report
4. Annual Report of the President
5. Discussion of next year’s activities
6. Report of Nominating Committee-Election of Officers & Directors
7. Setting of annual dues for coming calendar year
8. Amendments to Bylaws (if any)
Article V: Nominations, Elections & Terms of Office
Elections shall be held annually.
The general membership shall elect the members of the Board of Directors and officers.
At least one month prior to the annual meeting, the Board of Directors shall appoint a nominating committee of three members in good standing.
The Board of Directors shall consist of no less than nine nor more than twelve members, four of whom shall be elected annually by the members to serve one-year terms as President, Vice President, Treasurer and Secretary.
The nominating committee shall place in nomination members who are in good standing for election of President, Vice-President, Secretary and Treasurer and vacancies on the Board of Directors. The nominating committee shall report its nominations to the association members at the meeting for annual elections. Additional nominations to the executive offices may be made from the floor from any member in good standing.
The term of office for each executive officer is one year. The term of office for each member of the Board of Directors is three years with the terms of one-third of the Board expiring each year.
Whenever a vacancy occurs in the Board of Directors, other than from the expiration of a term of office, the remaining directors shall appoint a member to fill the vacancy for the period of the unexpired term. An exception shall be on the vacancy of the President. The Vice-President shall then fill the office of President, and the board members shall appoint a new Vice-President.
Article VI: Board of Directors
Regular meetings of the Board of Directors shall be held bimonthly in January, March, May, July, September.
A Board of Directors shall manage the business of this association.
A special meeting of the Board of Directors shall be held whenever called by the President or by a majority of the directors. Only business of the call may be transacted at a special meeting. Each call for a special meeting shall be in writing, signed by the person or persons making the same, addressed and delivered to the Secretary and the Secretary shall state the business to be transacted, the time and place of such meeting.
Oral or written notice of each meeting of the Board of Directors shall be given each director by or under the supervision of the Secretary/Executive Secretary of the association not less than fourteen days prior to the time of the meeting, but such notice may be waived by all directors, and appearance at a meeting shall constitute a waiver of notice.
A majority of the Board of Directors shall constitute a quorum at any meeting of the board.
The compensation, if any, of the members of the Board of Directors, shall be determined by the members of the association at any annual or special meeting of the association. No member of the Board of Directors shall occupy any position in the association on regular salary.
The Board of Directors may request that non-members or members of the association server on the Board of Directors in an advisory capacity. These persons shall be known as associated members of the Board of Directors. Associated members of the board shall not have a right to vote in matters of the association brought before the directors nor shall they be counted in establishment of a quorum. Any associated members of the board shall serve on the board for a term of one year and may be reappointed for any number of terms.
Article VII: Duties of Directors
The Board of Directors shall have general supervision and control of business and affairs of the association. They shall install an accounting system, which shall be adequate to the requirements of the business and it shall be their duty to require proper records to be kept of all business transactions.
At least once in each fiscal year the Board of Directors shall secure the services of a competent and disinterested public auditor or accountant or appoint a special auditing committee, who shall make a careful audit of the books and account of the association and render a report in writing thereon, which shall be submitted in writing and mailed to the members of the association before their annual meeting.
The Board of Directors shall have the power to carry out all agreements of the association with its members in every way advantageous to the association representing the members collectively.
The Board of Directors shall select one or more banks to act as depositories of the funds of the association and to determine the manner of receiving depositing and disbursing the fund of the association and the form of checks and the person or persons by whom same shall be signed, with power to change banks and the person or persons signing such checks the form thereof at Will.
Article VIII: Duties of Officers
The President shall:
1. Preside over all meetings of the association and of the Board of Directors
2. Provide at each annual meeting of the association an annual report of the work of the association
3. Perform all acts and duties usually performed by an executive presiding officer
4. Sign all certificates and papers of the association as may be authorized or directed to sign by the Board of Directors, provided however, that the Board of Directors may authorize, in writing, any person to sign any or all checks, contracts, and other instruments in writing on behalf of the association
5. Prepare an annual plan of work and present this plan for adoption at the annual meeting of the association
6. Perform such other duties as may be prescribed by the Board of Directors.
The Vice-President shall, in the absence or disability of the President, perform the duties of the President with all the rights, privileges, and powers as if duly elected President.
At the discretion of the Board of Directors, the duties of the Secretary may be transferred to an Executive Secretary who shall be paid a salary, stipend or monthly fee set by the Board. The Secretary shall:
1. Keep a complete record of all meetings of the association and of the Board of Directors and shall have general charge and supervision of the books and records of the association
2. Sign all certificates and such other papers pertaining to the association as authorized or directed by the Board of Directors
3. Serve all notices required by law and by these by-laws and shall make a full report of all matters and business pertaining to the office to members at the annual meeting.
4. Be the custodian of the records Make all reports required by law, perform such other duties as required by law and other duties as required by the associations or Board of Directors
5. Give and serve all notices to members of this association and shall submit to all members of the association minutes of the regular meetings
8. Submit to the Board of Directors any communication, which shall be addressed to the Secretary of the association
9. Attend to all correspondence of the association and shall exercise all advice incident to the office of the Secretary. Upon the selection of a successor, the Secretary shall turn over to the successor, all books and other property belonging to the association that may be in the Secretary’s possession.
The Treasurer shall:
1. Have charge and custody of and be responsible for all funds and securities of the association
2. Keep or cause to be kept full and accurate accounts and receipts and disbursement of these funds placed in the Treasurer’s care, custody and control 3. Receive and give receipts for monies due and payable to the association from any source.
4. Deposit all such monies in the name of the association in such banks and trust companies or their depositories, as shall be selected in accordance with these bylaws.
5. In general perform all duties incident to the office of Treasurer.
Article IX: Majority Vote
A simple majority shall be required to pass any motion at any meeting of members or Board of Directors.
Article XI: Amendments
These by-laws may be amended by a majority vote of the members present at the annual meeting or at a special meeting called for the purpose provided a copy of such amendment is furnished to the Board of Directors and general membership at least one month prior to holding the meeting at which such amendment is voted upon.
Schedule of Directors’ meetings and events.
At the December 5, 2016 meeting of the SCFLOA Board there was a proposal to change the dates of the board meetings. The by-laws require such a change to be approved by at least 15 of the Association members or 15%, whichever is greater. The by-laws also make provision for special member meetings for this purpose. It was agreed that Rob Alfred would send an e-mail to persons on the membership list asking for approval of this change as well as a change to the provision that sets a specific date for the annual meeting. The change would delete the words “on the third Friday” in Article IV Section 1 to permit the board to choose any date during the month. The by-laws require members to be given 14 days prior notice. With the change, Board meetings would take place during odd months rather that even ones as currently specified by the by-laws. The proposed schedule of meetings and events would be as follows:
January 9 – Board Meeting
February – nothing
March 13 – Board Meeting
March 18 – Spring Woods Walk
May 8 – Board Meeting
June 25 – Picnic at Salt Springs 1 pm
July 10 – Board Meeting
August 21–26 – Harford Fair
September 11 – Board Meeting
October – Columbus Day outing
November 10 – Annual Membership Meeting
December – nothing
The text of the e-mail to members was as follows:
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To all SCFLOA Members,
At our last Board of Director’s meeting the directors discussed that we would like to change the meeting dates of our Board Meetings. Since it is written in the by Laws as to when these meetings take place we need to seek the approval of our members with a vote. The By Laws state in Article VI, Section 1: “Regular meetings of the Board of Directors shall be held bimonthly in Feb, April, June, Aug, Sept, and Dec.” We propose changing the dates to Jan, Mar, May, July, and Sept. This allows us to have meetings before each of our scheduled events during the year with plenty of time to make changes if necessary.
Another proposed change that we would like to make would be to Article IV, Section 1. Currently it reads: “The annual meeting of the association for the election of officers and for the transactions of other business shall be held on the third Friday in November at such time and place as determined by the Board of Directors.” We would like to remove the words “on the third Friday” and just leave it to be in November when the BOD determines is a good date. This gives us the freedom to choose any date in November for the annual meeting. Since we need the approval from our members, and normally this would be done at the annual meeting, we are seeking your vote through a response to this email. If you could respond back to my email address with a “yea” or “nay” we feel that this would suffice. We would like to make these changes for the new year and we felt this would be the best way to do it without calling a special meeting for the members. If you have questions please feel free to call me or one of the other directors and we would be happy to answer them. We also want to thank you for your participation in the association this past year. We have had a number of great events with many of you attending. We look forward to another great year with you again in 2017.
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THE E-MAIL VOTE OF THE MEMBERS ON THE PROPOSED AMENDMENT WAS APPROVED.