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BY-LAWS OF OWASCO LAKE WATERSHED MANAGEMENT COUNCIL, INC. Adopted March 11, 2011; Amended June 14, 2011 (Regarding Technical Advisors); Amended February 14, 2012 (Chair of Legislature or Designee); Amended April 19, 2012 (Adding Town of Fleming as Member); Amended May 22, 2012 (Adding Town of Scipio as Member); Amended June 11, 2013 (Add CCE as Ex-Officio Director); Amended February 18, 2014 (Adding Town of Niles as Member); Amended February 22, 2016 (Revising the Number of Directors needed for Quorum of Board); Amended March 15, 2016 (Adding Town of Locke as Member) ---PAGE BREAK--- 1 BY-LAWS OF THE OWASCO LAKE WATERSHED MANAGEMENT COUNCIL, INC. ARTICLE I - THE CORPORATION SECTION 1. - NAME. The Corporation shall be known as “OWASCO LAKE WATERSHED MANAGEMENT COUNCIL, INC.” (Hereinafter: the “Corporation”). SECTION 2. - OFFICES. The principal office of the Corporation shall be located in the County of Cayuga, New York (the “County”). The Corporation may also have offices at such other places within the State of New York as the Board of Directors may from time to time determine or the activities of the Corporation may require. SECTION 3. - PURPOSES. The Corporation shall have such purposes as are now or hereafter set forth in its Certificate of Incorporation, including to relieve and reduce unemployment, promote and provide for additional and maximum employment, improve and maintain job opportunities, instructing or training individuals to improve or develop their capabilities for such jobs, carrying on scientific research for the purpose of aiding a community or geographical area by attracting new industry to the community or area or by encouraging the development of, or retention of, an industry in the community or area, lessening the burdens of government and acting in the public interest, including undertaking programs and activities in furtherance of managing, monitoring and protecting the water resources of Owasco Lake and the water resources within the Owasco Lake Watershed for the well-being and benefit of the residents of the County. In furtherance of same, the Corporation shall monitor and evaluate the quality and general health of the waters of Owasco Lake, and the water resources, both surface and groundwater, within the Owasco Lake Watershed comprising the receiving waters of Owasco Lake (the “Owasco Lake Watershed”); (ii) monitor, inspect or cause to be inspected activities and circumstances within the Owasco Lake Watershed and within Owasco Lake that may impact the quality and general health of the waters of Owasco Lake or the water resources of the Owasco Lake Watershed; (iii) act in the public interest and further the protection and preservation of Owasco Lake and the Owasco Lake Watershed as a source of public drinking water, as a recreational asset and important natural resource of Cayuga County for the benefit and well-being of Cayuga County residents. ---PAGE BREAK--- 2 ARTICLE II - MEMBERSHIP SECTION 1. - COMPOSITION OF MEMBERSHIP. The initial Members of the Corporation shall be comprised of the following individuals, ex officio: 1. Chairman or Member of the Cayuga County Legislature as appointed by the Chairman, Cayuga County Legislature, as approved by the Cayuga County Legislature, ex officio 2. Supervisor, Town of Owasco, ex officio 3. Mayor or City Council Member, City of Auburn, as approved by the City Council of the City of Auburn, ex officio Additional Members of the Corporation may be added from time to time by majority vote of the then-existing Members of the Corporation. Additional Members of the Corporation added through Bylaw Amendments: 4. Town of Fleming, N. Y. a Member of the Corporation added April 19, 2012; 5. Town of Scipio, N.Y. a Member of the Corporation added May 22, 2012; 6. Town of Niles, N. Y. a Member of the Corporation added February 18, 2014; 7. Town of Locke, N.Y. a Member of the Corporation added March 15, 2016 The Corporation shall be managed by its Board of Directors in accordance with the provisions contained herein. SECTION 2. - RIGHTS AND POWERS OF THE MEMBERS. The Members shall have and exercise all the rights and powers of corporate membership created by the laws of the State of New York, the Certificate of Incorporation and the By-Laws of the Corporation. SECTION 3. - ANNUAL MEETING OF THE MEMBERS. The Members shall hold an annual meeting of the Members in the third week of June of each fiscal year at a convenient time and place designated by the Members. At the annual meeting, the Members shall appoint Directors pursuant to Article III hereof for positions where a new directorship is created or the term of a Director has expired, receive the annual report and transact such other business as may properly come before the meeting. ---PAGE BREAK--- 3 SECTION 4. - ANNUAL REPORT TO THE MEMBERS. At the annual meeting of the Members, the Directors or designated officer of the Corporation shall present an annual report showing in appropriate detail the following information: A complete audited financial statement of the Corporation for the fiscal year immediately preceding the date of the report showing the assets and liabilities, principal changes in assets and liabilities, revenue, receipts, expenses and disbursements of the Corporation; and A summary of the activities of the Corporation during the preceding year. The annual report shall be filed with the minutes of the annual meeting. SECTION 5. - SPECIAL MEETINGS OF THE MEMBERS. Special meetings of the Members may be called at any time by a majority of the Members and shall be called by the Secretary within fourteen (14) days of receipt of a written request from a majority of the Members. Such request shall state the purpose or purposes for the proposed meeting. Business transacted at a special meeting shall be confined to the purposes stated in the notice of such special meeting; provided, however, if by unanimous consent all of the Members present at such meeting elect to transact business not previously described in the aforementioned notice, then the Corporation may transact such other business. SECTION 6. - PLACE OF MEETINGS; ORGANIZATION. All membership meetings shall be held at the principal office of the Corporation or at such other convenient location as may be determined by the Members. At each membership meeting, the Members shall select, by a vote of a majority of Members present, a Member to preside. The Secretary, or, in his or her absence, a person chosen by the Members, shall keep complete and accurate minutes of the meeting. SECTION 7. - NOTICE OF MEMBERSHIP MEETINGS; WAIVERS. Notice of each membership meeting shall state the purpose or purposes for which the meeting is called, the place, date and time of the meeting and, unless it is the annual meeting, shall indicate that it is being issued by or at the direction of the person or persons calling the meeting. Such notice shall be given either personally or by mail to each Member not less than ten (10) nor more than fifty (50) days before the date of the meeting. If mailed, the notice is given when deposited in the United States mail, with postage thereon prepaid, directed to a Member at his or her address as it appears on the record of Members or, if he or she shall have filed with the Secretary a written request that notices be mailed to some other address, then directed to such other address. Formal notice of meeting need not be given to a Member if he or she executes a waiver of notice, either before or after the meeting. The attendance of a Member at a meeting, ---PAGE BREAK--- 4 without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice. SECTION 8. – QUORUM OF MEMBERS. The presence of at least a majority of the Members shall constitute a quorum for the transaction of business at any annual or special membership meeting. A majority of the Members present at a meeting, whether or not a quorum is present, may adjourn any membership meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given to absent Members if the time and place is announced at the meeting adjourned. SECTION 9. - ACTION BY THE MEMBERS. Each Member shall be entitled to one vote on each matter properly submitted to the Members for action at any meeting of the Members. Unless otherwise required by law or these By-Laws, the vote of a majority of Members present at the time of a vote at a duly convened meeting, provided a quorum is then present, shall be the act of the Members. SECTION 10. - PROPERTY RIGHTS OF MEMBERS. The Members shall not have any rights or interests in or to the property or assets of the Corporation. ARTICLE III - BOARD OF DIRECTORS SECTION 1. - POWER OF BOARD OF DIRECTORS. The Corporation shall be managed by its Board of Directors, which shall establish all general policies governing its operations. SECTION 2. - NUMBER, ELECTION AND TERM OF DIRECTORS. The number of voting Directors shall be a minimum of three and a maximum of twenty-one (21), with each duly appointed Member of the Corporation serving as a Director of the Corporation. The Directors shall exercise all rights of Directors as described herein and in the Certificate of Incorporation or any applicable resolution. Any subsequent increase or decrease in the size of the Board of Directors will require the approval of the Members. As used in these By-laws, “the entire Board of Directors” means the total number of Directors that the Corporation would have if there were no vacancies on the Board, as comprised from time to time. ---PAGE BREAK--- 5 All Directors shall serve at the pleasure of the Members with the exception of the initial Members, who shall serve ex officio. Any language herein to the contrary notwithstanding, the initial Members, serving in an ex officio capacity, shall serve as Directors so long as they hold their stated position. The Chief Executive Officer, as defined herein, may serve on the Board of Directors of the Corporation; provided, however, in such event, shall not participate in determining the level of compensation or reimbursement, or time and attendance rules for the position of President/Chief Executive Officer. All Directors of the Board shall participate in training approved by the State of New York regarding their legal, fiduciary, financial and ethical responsibilities as Directors within one year of appointment to the Board. Thereafter, the Directors shall participate in such continuing training as may be required to remain informed of best practices, regulatory and statutory changes relating to the effective oversight of the management and financial activities of the Corporation and the adhere to the highest standards of responsible governance. As soon as practicable and in compliance with Section 2825 of the Public Authorities Law, the majority of the Directors shall be Independent Directors, as such term is defined in paragraph below. Independence. For the purposes of these By-Laws, an Independent Director means any person who: is not, and in the past two years has not been, employed by the Corporation or another corporate body having the same ownership and control of the Corporation in an executive capacity; (ii) is not, and in the past two years has not been, employed by an entity that received remuneration valued at more than fifteen thousand dollars ($15,000.00) for goods and services provided to the Corporation or received any other form of financial assistance valued at more than fifteen thousand dollars ($15,000.00) from the Corporation; (iii) is not a relative of an executive officer or employee in an executive position of the Corporation or another corporate body having the same ownership and control of the Corporation; and (iv) is not, and in the past two years has not been, a lobbyist registered under a state or local law and paid by a client to influence the management decisions, contract awards, rate determinations or any other similar actions of the Corporation or another corporate body having the same ownership and control of the Corporation. Board Offices. A Chairperson, Vice-Chairperson, Treasurer and Secretary shall be elected from among the Directors of the Board at the organizational meeting and subsequent annual meetings of the Board of Directors. The term of office for the Chairperson, Vice- ---PAGE BREAK--- 6 Chairperson, Treasurer and Secretary shall extend for one year after his or her election and until a successor is elected. The Chairperson, Vice-Chairperson, Treasurer and Secretary shall be eligible to serve an unlimited number of consecutive terms. The Chairperson, who may also serve as the Chief Executive Officer of the Corporation, shall generally supervise all affairs of the Corporation. The Chair shall preside at all the meetings of the Corporation. The Chair shall prepare an agenda and/or program, to cover and complete any business, old or new, to come before the Corporation and may request assistance in the preparation of such program from and by a voting Director, ex-officio Director or an Employee of the Corporation at the Chair’s discretion. The Chair shall have the power to sign minutes, contracts, certificates and other documents necessary to conduct the business and affairs of the Corporation as authorized by action of the voting Directors. (ii) In absence of the Chair, the Vice-Chair shall possess all the powers and perform all the duties required of the Chair. It shall be the duty of the Vice-Chair to succeed the Chair in office in event of his/her resignation, removal from office, absence, inability, incapacity or refusal to act. (iii) It shall be the duty of the Secretary to supervise the preparation of minutes of all meetings of the Members and the Board of Directors and its committees, the giving of all notices required to be given by the Corporation, and the keeping of a current list of the Corporation’s Members, Directors and officers and their residence addresses. The Secretary shall be responsible for supervising the preparation and maintenance of the books and records of the Corporation. The Secretary shall attend to such correspondence as may be assigned to him or her and perform all the duties customarily incidental to that office and such other duties as may be assigned to him or her by the Board of Directors. From time to time, the Board of Directors may designate duties of the Secretary to an appointed Acting Secretary who will perform such duties as may be assigned to him or her. (iv) It shall be the duty of the Treasurer, who may also serve as the Chief Financial Officer of the Corporation, to oversee the financial affairs of the Corporation, report at each regular meeting of the Board of Directors, and participate in preparing the annual report of the Corporation and the filing of all required tax returns and other regulatory reports. The Treasurer shall perform such other duties as may be assigned to him or her by the Board of Directors. From time to time, the Board of Directors may employ or contract with an appointed Acting Treasurer to whom the Board of Directors may designate certain duties of the Treasurer and other such duties as may be assigned to him or her. Ex-Officio Members. The following representatives, or their designees, from each of the following departments, agencies or organizations shall serve as Ex-officio Directors on the Owasco Lake Watershed Management Council Inc. Board of Directors: the Executive Director of the Cayuga County Soil and Water Conservation District, the Director of the Cayuga County Health Department Environmental Health Division, the Director of the Cayuga County Planning & Economic Development Department, the Chair of the Cayuga County Water Quality Management Agency (WQMA), the Chair of the Cayuga County Board of Health, the Chief ---PAGE BREAK--- 7 Operator, City of Auburn Water Treatment, the Agricultural Educator for Cornell Cooperative Extension of Cayuga County, and the President of the Owasco Lake Watershed Association (OWLA). These Ex-officio Directors shall not be voting Directors and shall not count toward the number of voting Directors identified in Section 2(a) of this Article. SECTION 3. - RESIGNATIONS AND REMOVAL OF DIRECTORS. Any Director of the Corporation may resign at any time by giving written notice to the other Directors or to the President or the Secretary. Such resignation shall take effect at the time specified therein or, if no time is specified, then on delivery. Acceptance of the resignation shall not be necessary to make it effective. Any Director may be removed from the Board with or without cause by the Members or for cause by vote of a majority of the Directors provided there is a quorum of not less than a majority of the entire Board present. SECTION 4. - NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Newly created directorships resulting from an increase in the number of Directors shall be filled as described in the resolution approving such increase. Newly created directorships resulting from any vacancies occurring for any reason shall be filled by the Members. In each case, such appointments shall be made as soon as practicable but in no event later than sixty (60) days after the increase or vacancy occurs. A Director appointed to fill a vacancy caused by resignation, death, disability or removal shall hold office for the unexpired term of his or her predecessor in office and until a successor is appointed and takes office. SECTION 5. - ANNUAL MEETING. The annual meeting of the Board of Directors shall be held after the annual meeting of the Members of the Corporation described in Article II, Section 3 above at a convenient time and location designated by the Board. Written notice of the annual meeting shall be mailed or delivered to each Director of the Corporation prior to the meeting. SECTION 6. - ANNUAL REPORT. A Director designated by the Members or the Chief Executive Office and the Treasurer shall present at the annual meeting of the Board of Directors a copy of the annual report described in Article II, Section 4 above. SECTION 7. - SPECIAL MEETINGS AND NOTICE. Special meetings of the Board of Directors may be called at any time by a majority of Directors or by the Chief Executive Officer or any other officer of the Corporation. Written notice shall be mailed or delivered to each Director of the Corporation prior to the meeting. Said notice shall state the purposes, time and place of the special meeting and that no business other than that specified in the notice may be transacted; provided, however, if by unanimous consent ---PAGE BREAK--- 8 all of the Directors present at such meeting elect to transact business not previously described in the aforementioned notice, then the Directors may transact such other business. SECTION 8. - WAIVERS OF NOTICE. Notice of a meeting need not be given to any Director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him or her. SECTION 9. - PLACE OF MEETINGS. The Board of Directors may hold its meetings at such place or places within or outside the State of New York as the Directors may from time to time by resolution determine. SECTION 10. – OPEN MEETINGS. The Corporation is subject to Open Meetings Law, the Corporation shall comply with the Open Meetings Law of the State of New York, as set forth within Article 7 of the Public Officers Law. SECTION 11. – FREEDOM OF INFORMATION. The Corporation is subject to Freedom of Information Law, the Corporation shall comply with the Freedom of Information Law of the State of New York, as set forth within Article 6 of the Public Officers Law. SECTION 12. – PUBLIC AUTHORITIES ACCOUNTABILITY ACT. The Corporation is subject to the Public Authorities Accountability Act of 2005, as amended by Chapter 506 of the Laws of 2009 (collectively, the “PAAA”) and shall comply with the PAAA, as set forth within the New York State Public Authorities Law. SECTION 13. – STATE ENVIRONMENTAL QUALITY REVIEW ACT. Upon the determination of the Board of Directors to do business within the State of New York, the Corporation shall comply with the State Environmental Quality Review Act, as set forth within Article 8 of the New York Environmental Conservation Law. SECTION 14. - QUORUM AND ADJOURNED MEETINGS. A minimum of three Directors of the Board of Directors shall constitute a quorum for the transaction of business at meetings of the Board. When a quorum is once present to organize a meeting it shall not be broken by the subsequent withdrawal of any Director(s). ---PAGE BREAK--- 9 A majority of the Directors present, whether or not a quorum is present, may adjourn any Board meeting to another time and place. If a quorum is present at the adjourned meeting, any business may be transacted that might have been transacted on the original date of the meeting. Notice of the adjourned meeting shall be given to all Directors. SECTION 15. - ACTION BY THE BOARD OF DIRECTORS. Any corporate action to be taken by the Board of Directors means action at a meeting of the Board. Each Director shall have one vote regarding any corporate action to be taken by the Board. Except as otherwise provided by law or these By-Laws, the vote of a majority of the Directors present at the time of the vote at a duly convened meeting at which a quorum is present shall be the act of the Board of Directors. All references to actions of the Board of Directors herein and in the Certificate of Incorporation shall mean the affirmative vote of a majority of the Directors present at the time of the vote at a duly convened meeting at which a quorum is present. SECTION 16. - ORGANIZATION. At each meeting of the Board of Directors, the Chairperson, or, in his or her absence, the Vice-Chairperson shall preside. The Secretary, or, in his or her absence, a person chosen by a majority of the Directors present, shall keep complete and accurate minutes of the meeting. SECTION 17. - ATTENDANCE AT MEETINGS. Attendance at each meeting of the Board shall be recorded by the Secretary or the designated Director in the minutes thereof. SECTION 18. - COMPENSATION. The Directors shall serve in their capacity as Directors of the Dobbs Ferry Local Development Corporation without compensation. All Directors may be reimbursed for reasonable expenses incurred in the performance of corporate duties. SECTION 19. - ANNUAL INDEPENDENT AUDIT. The Audit Committee shall present to the Board upon its completion, the annual independent audit report performed in accordance with the requirements of the PAAA and generally accepted government auditing standards certified by a firm of independent public accountants. The certified independent public accounting firm that performs the annual independent audit shall timely report to the Audit Committee the following: the assets and liabilities, including the status of reserve, depreciation, special or other funds including the receipts and payments of such funds, of the Corporation as of the end of the fiscal year; ---PAGE BREAK--- 10 (ii) the principal changes in assets and liabilities, including trust funds, during said fiscal period; (iii) the revenue or receipts of the Corporation, both unrestricted and restricted, to particular purposes during said fiscal period; (iv) the expenses or disbursements of the Corporation for both general and restricted purposes, during said fiscal period; and a schedule of the bonds and notes of the Corporation outstanding during said fiscal period, including all refinancings, calls, refundings, defeasements, and interest rate exchange or other such agreements, and for any debt issued during the fiscal period, together with a statement of the amounts redeemed and incurred during such fiscal period as a part of a schedule of debt issuance that include the date of issuance, term, amount, interest rate, means of repayment and cost of issuance. Furthermore, the certified independent public accounting firm that performs the annual independent audit shall timely report to the Audit Committee the following: all critical accounting policies and practices to be used; (ii) all alternative treatments of financial information within generally accepted accounting principals that have been discussed with the management of the Corporation, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the certified independent public accounting firm; (iii) other material written communications between the certified independent public accounting firm and the management of the Corporation, such as the management letter along with management’s response or plan of corrective action, material corrections identified or schedule of unadjusted differences, where applicable. SECTION 20. - PROPERTY RIGHTS. No Director of the corporation shall, by reason of that position, have any rights to or interest in the property or assets of the Corporation. ARTICLE IV - COMMITTEES SECTION 1. - STANDING COMMITTEES. The Standing Committees of the Board shall be as described in subparagraph below. Except as otherwise provided by these By-Laws, each Standing Committee shall consist of at least three Directors. No Standing Committee shall have authority as to the following matters: ---PAGE BREAK--- 11 Other than the Watershed Inspection Committee, the submission to the Members of any action requiring its approval; (ii) The filling of vacancies on the Board of Directors or any committee; (iii) The amendment or repeal of these By-Laws or the adoption of new By- Laws; or (iv) The amendment or repeal of any resolution of the Board which by its terms is not so amendable or repealable. Until changed by amendment of these By-Laws, the Corporation shall have the following Committees: Audit and Finance Committee. There shall be an Audit and Finance Committee consisting entirely of Independent members, who shall be elected by a plurality of the votes cast by the Directors of the Corporation at each annual meeting of the Board and shall serve until the next annual meeting. To the extent practicable, members of the Audit and Finance Committee should be familiar with corporate financial and accounting practices. The Audit and Finance Committee shall recommend to the Board the hiring of a certified independent accounting firm in compliance with the PAAA to conduct the annual independent audit, establish the compensation to be paid to the accounting firm and provide direct oversight of the performance of the annual independent audit. The Audit and Finance Committee shall have the responsibility to review proposals for the issuance of debt by the Corporation and its subsidiaries, if any, and make recommendations. Governance Committee. There shall be a Governance Committee consisting entirely of Independent members, who shall be elected by a plurality of the votes cast by the Directors of the Corporation at each annual meeting of the Directors and shall serve until the next annual meeting. The Governance Committee shall keep the Board informed of current best governance practices, review corporate governance trends, update the Corporation’s corporate governance principles, and advise the Members and Directors on the skills and experience required of potential Directors. Watershed Inspection Committee. The Watershed Inspection Committee is hereby established as a Standing Committee of the Corporation. It shall be the responsibility of the Watershed Inspection Committee to oversee and manage the operation and implementation of the Owasco Lake Watershed Inspection Program undertaken by the Corporation. The Watershed Inspection Committee will be comprised of the Initial Members, being representatives of each of City of Auburn, Town of Owasco and Cayuga County (the “Initial Member Municipalities”), along with one Technical Representative appointed by each Initial Member to represent each Initial Member Municipality on the Watershed Inspection Committee. Initial Members, and their successors, ex officio, shall be voting members of the ---PAGE BREAK--- 12 Watershed Inspection Committee and Technical Members thereof shall serve in an advisory capacity only. (ii) The Watershed Inspection Committee will have direct oversight of the Owasco Lake Watershed Inspection Program, which shall be governed exclusively by the Initial Members, or their successors ex officio. The Corporation may from time to time appoint and/or employ a Watershed Resource Manager, who shall report directly to the Chairman and the Watershed Inspection Committee. The Corporation may also from time to time appoint and/or employ Watershed Inspectors that shall report directly to the Watershed Resource Manager, or in the event of a vacancy of that position, report directly to the Chairman and Watershed Inspection Committee. SECTION 2. - SPECIAL COMMITTEES. The Board of Directors, by resolution adopted by a majority of the entire Board of Directors, may create Special Committees, which shall have only the powers specifically delegated to them and shall in no case have powers which are not authorized for Standing Committees. The members of Special Committees shall be appointed by a plurality of the votes cast by the Directors of the Corporation. SECTION 3. - MEETINGS. Meetings of committees shall be held at such times and places as shall be fixed by the respective committee chairpersons, or by vote of a majority of all of the members of the committee. Written notice shall be mailed (via regular mail or electronic mail) or delivered to all members of the committee prior to each meeting. Written minutes of the proceedings shall be kept at all committee meetings and shall be submitted at the next meeting of the Board. The Chief Executive Officer and Chairperson of the Board of Directors of the Corporation, or their respective designees, may attend all committee meetings, but will not possess any voting rights unless otherwise granted by said committees. SECTION 4. - QUORUM. Unless otherwise provided by resolution of the Board of Directors, a majority of all of the members of a committee shall constitute a quorum for the transaction of business. SECTION 5. - MANNER OF ACTING. Any corporate action to be taken by a committee shall mean such action to be taken at a meeting of the committee. Action by a committee shall be taken by majority vote at a meeting. ---PAGE BREAK--- 13 ARTICLE V - OFFICERS SECTION 1. – CHIEF EXECUTIVE OFFICER; CHIEF FINANCIAL OFFICER; OTHER OFFICERS. The Corporation may have a Chief Executive Officer, a Chief Financial Officer, and an Acting Secretary and other officers and assistant officers as the Board of Directors may determine. The offices of Chief Executive Officer and Secretary shall not be held by the same person. The officers shall have such duties as may be prescribed by these By-Laws and the Board of Directors. SECTION 2. - TERMS OF OFFICERS. The officers shall be appointed by the Directors at its annual meeting. Unless a shorter term is provided in the resolution of the Board appointing such officer, the term of office of each officer shall extend for one year after his or her appointment and until a successor is appointed and qualified. Officers shall be eligible to serve an unlimited number of consecutive terms. SECTION 3. - ADDITIONAL OFFICERS. Additional officers may be appointed for such period, have such authority and perform such duties, either in an administrative or subordinate capacity, as the Board of Directors may from time to time determine. Such positions may include an Acting Chief Financial Officer and Acting Secretary, and any other position established by the Board of Directors from time to time. SECTION 4. - REMOVAL OF OFFICERS. Any officer may be removed by majority vote of the Directors, with or without cause, at any time, provided there is a quorum of not less than a majority of the entire Board of Directors present at the meeting at which such action is taken. SECTION 5. - RESIGNATION. Any officer may resign at any time by giving written notice to the Board of Directors, the Chief Executive Officer or the Secretary; provided, however, the Chief Executive Officer must provide written notice of its intent to resign to the Board of Directors and the Secretary must provide written notice of its intent to resign to the Chairperson or the Board of Directors. Any such resignation shall take effect at the time specified therein, or, if no time is specified, then on delivery. Acceptance of the resignation shall not be necessary to make it effective. SECTION 6. - VACANCIES. A vacancy in any office of the Corporation shall be filled by the majority vote of the entire Board of Directors. ---PAGE BREAK--- 14 SECTION 7. –CHIEF EXECUTIVE OFFICER. The Board of Directors shall appoint the Chief Executive Officer by resolution, which resolution shall set the Chief Executive Officer’s annual compensation. The Chief Executive Officer shall generally supervise all affairs of the Corporation. The Chief Executive Officer shall perform such other duties as may be assigned to him or her from time to time by the Board of Directors. SECTION 8. - SECRETARY. It shall be the duty of the Acting Secretary to supervise the preparation of minutes of all meetings of the Members and the Board of Directors and its committees, the giving of all notices required to be given by the Corporation, and the keeping of a current list of the Members of the Corporation, Directors and officers and their residence addresses. The Acting Secretary shall be responsible for supervising the preparation and maintenance of the books and records of the Corporation. The Acting Secretary shall attend to such correspondence as may be assigned to him or her and perform all the duties customarily incidental to that office and such other duties as may be assigned to him or her by the Board of Directors or the Chief Executive Officer. From time to time, the Board of Directors may employ or contract with an appointed Acting Secretary to whom the Board of Directors may designate certain duties of the Secretary and other such duties as may be assigned to him or her. SECTION 9. – CHIEF FINANCIAL OFFICER. The Board of Directors shall appoint the Chief Financial Officer by resolution, which resolution shall set the Chief Financial Officer’s annual compensation. It shall be the duty of the Chief Financial Officer of the Corporation, with oversight by the Treasurer, to oversee the financial affairs of the Corporation, report at each regular meeting of the Board of Directors, and participate in preparing the annual report of the Corporation and the filing of all required tax returns and other regulatory reports. The Chief Financial Officer shall perform such other duties as may be assigned to him or her by the Board of Directors, the Treasurer or the Chief Executive Officer. SECTION 10. – MUNICIPAL PERSONNEL. The Corporation may use the agents, employees and facilities of municipalities to perform any or all of its functions as described in the Certificate of Incorporation and these By- Laws. In such event, the Corporation will, by resolution, enter into a contract with any such municipality providing the terms upon which the municipality will provide the use of its agents, employees and facilities to the Corporation and the compensation, if any, that the Corporation shall pay to the municipality for the use by the Corporation of the municipality’s agents, employees and facilities. ---PAGE BREAK--- 15 ARTICLE VI - CONTRACTS, CHECKS, DRAFTS AND BANK ACCOUNTS SECTION 1. - EXECUTION OF CONTRACTS. The Board of Directors may on its own, except as these By-Laws otherwise provide, or may authorize any officer or officers, agent or agents, employee or employees, in the name of and on behalf of the Corporation, to enter into any contract or execute and deliver any instrument, and such authority may be general or confined to specific instances; but, unless so authorized by the Board of Directors, or expressly authorized by these By-Laws, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable pecuniarily in any amount for any purpose. Notwithstanding the foregoing, the Initial Members, and their respective successors, ex officio, along with the Watershed Inspection Committee, shall have the exclusive power to negotiate, review and approve contracts and instruments relating to the Owasco Lake Watershed Inspection Program, with all such contracts and agreements to be reviewed and approved by the Watershed Inspection Committee for consideration by the Initial Members. Once reviewed and approved by the Initial Members of the Corporation, contracts and instruments relating to the Owasco Lake Watershed Inspection Program shall be enforceable pursuant to their terms once executed by an authorized representative of the Corporation designated by the Initial Members. SECTION 2. - LOANS. No loans shall be contracted on behalf of the Corporation unless specifically authorized by the Board of Directors. SECTION 3. - CHECKS, DRAFTS, ETC. All checks, drafts and other orders for the payment of money out of the funds of the Corporation, and all notes or other evidences of indebtedness of the Corporation, must be signed on behalf of the Corporation by two of following persons: the Chief Executive Officer, the Treasurer or the Chairperson of the Board. SECTION 4. - DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Treasurer may recommend and the Board of Directors approves. SECTION 5. - INVESTMENTS. The Board of Directors may authorize the Corporation to contract with an investment advisor and custodian to manage its investments in accordance with an investment policy established by the Board. ---PAGE BREAK--- 16 ARTICLE VII - GENERAL SECTION 1. - SEAL. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization, and the words “Corporate Seal, New York.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced. SECTION 2. - BOOKS AND RECORDS. There shall be kept by the Corporation correct and complete books and records of account, minutes and statements of written action by the Members, minutes of the proceedings of the Board of Directors and its committees, a current list of the Members, Directors and officers of the Corporation and their residence addresses, a copy of the Certificate of Incorporation, and a copy of these By-Laws. The foregoing items shall be subject to inspection and/or audit at any time by or at the direction of the Board of Directors. SECTION 3. - INDEMNIFICATION. The Corporation shall indemnify each Member, each Director, each officer, and, to the extent authorized by the Board of Directors, each other person authorized to act for the Corporation or on its behalf, to the full extent to which indemnification is permitted under the Not-For-Profit Corporation Law. SECTION 4. - INTERESTED DIRECTORS AND OFFICERS. The Board of Directors may adopt a policy regarding conflicts of interest which shall apply to all directors and officers. SECTION 5. - LOANS TO MEMBERS AND OFFICERS. The Corporation, either directly or indirectly, including through any subsidiary, is prohibited from extending or maintaining credit, arranging for the extension of credit or renewing any extension of credit, in the form of a personal loan to or for any Member, Director, or Officer, or to any other company, corporation, firm, association or other entity in which one or more of the Members, Directors or Officers of the Corporation are members, director or officers or hold a substantial financial interest. ARTICLE VIII - FISCAL YEAR The fiscal year of the Corporation shall commence on the first day of January of each calendar year and end on the last day of December. ---PAGE BREAK--- 17 ARTICLE IX - RULES OF ORDER AND BYLAW CHANGES SECTION 1. - RULES OF ORDER. Meetings of the Members and the Board of Directors and its committees shall be governed by Robert's Rules of Order, except in cases otherwise provided for by these By-Laws. SECTION 2. – BY-LAW CHANGES. These By-Laws may be amended, repealed or adopted only by a majority of the Members, whose actions at all times shall supersede actions by the Directors.