Lake Bomoseen Environmental Alliance Bylaws
Section 1: NAME
The name of this corporation is Lake Bomoseen Environmental Alliance, Inc. This is a nonprofit corporation, incorporated, organized and existing under the laws of Vermont exclusively for scientific, educational, and charitable purposes.
Section 2: MISSION & PURPOSE
Mission Statement:
Our mission is to protect and preserve Lake Bomoseen’s natural ecosystems and water quality through scientific research, lake monitoring, advocacy, public networking, and education. We are an incorporated public benefit non-profit organization.
Vision Statement:
Lake Bomoseen, Vermont’s largest “inland” lake, is a thriving, resilient complex of interconnected ecosystems, including deep water, a mix of forested and developed shoreline, buffering plant communities, and rich adjacent wetlands. These provide diverse habitats for birds, fish, herptiles, and other aquatic animals, including rare and threatened species. Wildlife is at the forefront of all stewardship, and the Precautionary Principle will guide all decisions.
Core Values and Purpose:
We take a whole ecosystem, holistic-watershed approach to issues affecting this pristine public resource.
We oppose the use of herbicides in the management of Eurasian watermilfoil. We believe Lake Bomoseen is an ideal control site for herbicide-free AIS management studies and analysis, supporting the ANR goal of minimizing the use of pesticides.
We adhere to the Precautionary Principle, opposing practices that potentially threaten lake species, ecosystems, or public health when there is scientific uncertainty about the risks and benefits to the environment.
We prioritize long-term ecosystem and human health over recreation in lake management strategies, basing decisions and advocacy on current, historical, and long-range data, including both quantitative and anecdotal components.
Data collection must be an on-going, on-site process, requiring strategic monitoring by ANR scientists, as well as Lay Monitoring and input from the fishing and naturalist communities. A more robust data collection regimen is imperative, especially as we face a changing climate, to further our understanding of causal relationships.
Lake Bomoseen belongs to all Vermonters. It is loved by part-time residents as well as visitors. Furthermore, the lake supports myriad wildlife species whose survival depends on human actions. Therefore, stewardship and management decisions must be made inclusively and transparently, with open communication, input, and cooperation between a wide variety of public stakeholders.
The Lake Bomoseen Environmental Alliance is a volunteer organization open to all who share the above values. We vow to keep our membership fee as low as possible so that it will not be a barrier to anyone.
Section 3: MEMBERSHIP
(a) Eligibility. Any responsible individual aged eighteen and above who approves of the Mission, Vision and Core values of Lake Bomoseen Environmental Alliance shall be eligible for membership.
(b) Application. Membership is contingent upon filling out or updating an application and paying annual dues. Personal information (including email and physical addresses) will not be shared except as required by law, but data may be amalgamated without personal identifiers for demographic purposes.
(c) Dues. The dues for members shall be determined annually by the Lake Bomoseen Environmental Alliance Board of Directors in keeping with the belief that all individuals who support the mission of Lake Bomoseen Environmental Alliance should have access unimpeded by financial barriers. Dues cover a membership period from January 1 to December 31 of each year. At the Board’s determination, Members who join near the end of a fiscal year may have membership extended through the following year.
(d) Member benefits. In addition to public website access, members may subscribe to email notifications and other digital updates. Members may attend the Biannual Member Meetings in spring and fall. Individual members will be eligible to vote on candidates running for open Director seats at the Fall meeting. Members may request attendance at any regular meeting of the Board of Directors and may be added to the agenda to discuss a particular area of concern. Attendance may be limited due to meeting place or Zoom capacity.
(e) Business membership. Any business that supports the Mission, Vision, and Core Values of Lake Bomoseen Environmental Alliance may join as a non-voting member at the business rate set annually by the Board. Business members will receive a listing on our website and newsletters and recognition on social media.
(f) Allied Organization memberships. Non-profit organizations that are aligned with the Mission, Vision, and Core Values of Lake Bomoseen Environmental Alliance may join as non-voting members at no cost.
(g) Honorary memberships. At the Board’s discretion, Honorary memberships may be awarded to individuals for special service in furthering the Mission of the Lake Bomoseen Environmental Alliance.
Section 4: BOARD OF DIRECTORS
(a) Composition & Eligibility. The Board of Directors shall consist of not less than nine nor more than twenty-seven Directors, including the Officers. The Board shall determine this number such that the varied interests, areas of expertise, and initiatives that are of concern to the Lake Bomoseen Environmental Alliance are sufficiently represented. The Board may appoint an additional Director within the above parameters at any time. In the event of a resignation, the Board shall decide whether to appoint a new Director or leave the seat vacant. At least 75% of the Directors must be full-time Vermont residents.
(b) Functions. The Board of Directors shall be responsible for all business of Lake Bomoseen Environmental Alliance, including expenditures of alliance funds, and shall determine matters of policy.
(c) Terms. Directors shall be elected for three-year terms which may be renewed, not to exceed three consecutive terms. Terms will be staggered, such that in any given year, approximately one-third of the Board will be up for election or appointment. Terms begin immediately following the annual Fall Business Meeting of members.
(d) Resignation or removal. A Director may resign at any time by giving notice to the Board. A Director may be removed from office as described in the Vermont Statutes for nonprofit corporations.
(e) Vermont statutory duties. Each director of Lake Bomoseen Environmental Alliance shall discharge their respective duties in compliance with the standards of the law including, without limitation:
Duty of Care. A Director must act “with the care an ordinarily prudent person in a like position would under similar circumstances.” Directors must be informed, participatory and engaged.
Duty of Loyalty. A Director must exercise authority “in good faith” and “in a manner the Director reasonably believes to be in the best interests of the corporation.” This includes avoiding conflicts of interest, maintaining confidentiality, and adhering to the charitable mission and values of Lake Bomoseen Environmental Alliance.
Section 5: OFFICERS
(a) Definition and Eligibility. The Officers of the Lake Bomoseen Environmental Alliance Board of Directors shall be Chair (President), Secretary, and Treasurer, appointed by the Board at their first organizational meeting following the Annual Fall Business Meeting of members. Each Officer’s term shall be three years and may be renewed. Officers serving at the same time should not be related to each other as defined by the IRS.
(b) Responsibilities.
The Chair (President) shall preside at all Lake Bomoseen Environmental Alliance meetings, or shall appoint another Director to do so, and shall call special meetings as may be required. The Chair shall serve as the main point of contact for Alliance business, unless otherwise assigned. With the Treasurer, the Chair will serve as a signer on the Lake Bomoseen Environmental Alliance bank account.
The Secretary shall take minutes at all regular and special meetings, and will have custody of Lake Bomoseen Environmental Alliance records, except financials records. In the Secretary’s absence, another Director will be assigned to take minutes to be included in the record.
The Treasurer will have custody of Lake Bomoseen Environmental Alliance funds, will receive and track dues and donations, will be responsible for meeting all financial deadlines, including tax filing, and tracking grant expenditures. The Treasurer will prepare spreadsheets to present financial reports to the Board at least monthly and to members at the Annual Fall Business Meeting.
Section 6: COMMITTEES
The Board may form committees as needed. Each committee must be composed of at least one Board member and any number of other members necessary to accomplish the task(s) at hand. Committees must keep minutes and report back to the Board of Directors at their regular board meeting. Reports may be written or be presented by a committee representative in attendance.
Section 7: MEETINGS
(a) Frequency. The Board of Directors will have regular meetings at least once a month and may call special meetings as required. Member meetings will be held twice a year: an Informational/Educational Meeting in the Spring and an Annual Report and Business Meeting in the Fall.
(b) Notice. Reasonable notice, by email and website posting, shall be given of meetings of the Board of Directors or any of its committees, and the Annual biannual Members Meetings.
(c) Quorums. A quorum for the transaction Board business is defined as more than one-half of the Board of Directors. The affirmative vote by a majority of the Directors attending a meeting at which a quorum is present shall be necessary and sufficient to the making of decisions by the Board, except as a larger vote may at any time be otherwise specifically required by law.
(d) Means of meeting. Unless otherwise required, any member of the Board of Directors or of any committee may participate in a meeting by means of phone or by online communication whereby all persons participating can hear each other. Such participation constitutes presence in person at the meeting. The Board may also transact business by e-mail, or by any other method of communication in accordance with standard business practices.
(e) Emergency Provision. At the call of the Chair, the Board of Directors may transact business without a meeting if the action is taken by all members of the Board. Each action must be evidenced by one or more written consents describing the action taken, signed by each Director, and included in the minutes filed with Lake Bomoseen Environmental Alliance records. Such action has the effect of a meeting vote, and may be described as such in any document, effective when the final Director signs the consent.
Section 8: NOMINATIONS & ELECTIONS
A Governance Committee will accept nominations for open Director seats no later than two months prior to the posted Fall Business Meeting. A potential Director candidate must complete a biographical application stating their main interest in serving and brief background of related experience. They must have attended at least one regular Board meeting before applying and be a current Lake Bomoseen Environmental Alliance member in good standing.
Section 9: FISCAL POLICIES
(a) Fiscal Year. The Lake Bomoseen Environmental Alliance fiscal year shall be from January 1 through December 31.
(b) Disbursements. Disbursements shall be made only in accordance with a specific authorization, or with a general budget approved by the Board of Directors.
Section 10: INDEMNIFICATION
Any Board member or other person who performs services for the Lake Bomoseen Environmental Alliance at the request of the Alliance and who does not receive compensation other than reimbursement of expenses shall be immune from civil liability to the extent provided by applicable law. Lake Bomoseen Environmental Alliance shall indemnify any Director as described in Chapter 8, Subchapter 5 of the Vermont Statutes for nonprofit corporations.
Section 11: AMENDMENTS
These bylaws may be amended by two-thirds vote of the members of the Board of Directors in office, upon written notice at least seven days prior to any meeting of the Board of Directors. Members will be notified of intent to modify Bylaws.
Section 12: DISSOLUTION
In the event of dissolution of the Lake Bomoseen Environmental Alliance, all assets will be donated to a 501(c )3 public benefit organization with a similar mission.
Section 13: OTHER
The Lake Bomoseen Environmental Alliance will refer to and follow Vermont Statutes for non-profit corporations for any other requirements not spelled out herein or in the Articles of Incorporation.
Adopted by Lake Bomoseen Environmental Alliance Board October 3, 2023
Amendments:
Section 3(e), pertaining to Business Memberships, added and adopted Nov. 7, 2023
Sections 3(f) and 3(g), pertaining to Allied Organization Memberships and Honorary Memberships, added and adopted Dec. 18, 2023