By encouraging waterfront activity and stewardship of the waterway, we reconnect the community with their shoreline. Renewing this relationship strengthens the desire for remediation of our harbor.
Statement of Purpose for 501(c)3 non profit filing
The corporation is not formed for pecuniary profit or financial gain.
The corporation is organized to promote waterfront activities, environmental awareness and to foster estuary conservation.
These activities and events include, but are not limited to:
to promote water-sports;
to train, educate and instruct members of the community in the safe use of paddle-sport and other non-motorized water-craft;
to inform and educate the community on ecological issues;
to operate and manage facilities for the promotion of the above mentioned goals and to cooperate with other organizations and governmental agencies towards these ends.
The organization will conduct these activities primarily in, but not limited to, the Hudson River Estuary.
ADOPTED Feb 18, 2003, revised by the Board of Directors on Feb,1, 2013, with a quorum of Members present.
1.1. Benefits. In addition to the personal reward of supporting all free events and activities of the Corporation, membership may confer a broad array of unique benefits that will enhance your enjoyment of the New York / New Jersey Estuary, including:
- Recognition in the Member Registry, if requested, to be posted on the Organization website
- Preferred attendance at special member events throughout the year
- Receive all Organization notifications per e-mail and any published newsletters
- Restricted use of equipment to promote interaction with the estuary
- Promotional material or other Membership benefits may be offered by any Activity Committee
1.2. Eligibility. Membership shall be open to all persons subscribing to the objectives and goals of the Organization without regard to race, religion, sexual orientation or creed.
1.3. Dues. The Board of Directors shall establish dues for each membership category listed below. These dues will be reviewed annually and modified by the Board and posted on the Internet.
1.4. Term. The period of membership shall commence on the first day of September of the calendar year and shall end at the first day of November of the following calendar year.
1.5.1. Individual Membership. This shall be for any person eighteen years of age or older, and shall entitle the member to full participation in the affairs of the Organization. Membership shall be further categorized so as to provide Participants an opportunity to pay annual membership dues that may be tax-deductible contributions to the Organization.
1.5.2. Life Membership. This shall be for any person eighteen years of age or older, and shall entitle the member to Membership in the Organization for their lifetime. Dues shall be placed at ten times annual Membership dues.
1.5.3. Family Membership. This shall entitle an adult member and spouse to Membership, and shall entitle children less than eighteen years of age to participate in appropriate activities as Junior Members. Dues shall be twice those of Membership.
1.5.4. Junior Membership. This shall entitle persons less than eighteen years of age to participate in appropriate activities except in governing matters. Such persons shall be under the supervision of a parent or guardian at all times. Dues shall be equal to Membership dues, but can be waived by any member of the Executive Committee.
1.5.5. Event Membership. This shall entitle persons over eighteen years of age to participate in a specific event of the Organization, but shall convey no right to participate in general matters or governing affairs. Event membership fees shall be set for each event and the organization will strive to make events free for junior membership.
2. Annual Membership Meeting.
2.1. Officers. A minimum of three officers shall be active at all times. As listed below, officers shall be the Captain, First Mate, Secretary and Treasurer with responsibilities to supervise operations of the organization. Duties of officers are listed below. The Secretary shall elect nominees by casting one vote, for any uncontested office and shall designate an interim officer should any officer leave their position prior to the annual election by the Board Membership. Should the Secretary leave their position prior to the annual election, the Captain shall designate an interim officer.
2.2. Date. The Annual Meeting of the Membership shall take place in February or as soon thereafter as may be possible. The secretary will publish or e-mail the date, time and location of the annual meeting in time to reach the membership thirty (30) days before the meeting date.
2.3. Purpose. It shall serve as an opportunity to hear concerns and to conduct business. At the business meeting, there shall be a full report on all affairs, an opportunity for the membership to discuss issues, as well as an opportunity to make nominations from the floor, and to propose amendments to the Articles of Incorporation and the Bylaws. All committees and boards shall submit written reports.
2.4. Quorum. The quorum shall be fifty (50) percent of the Board Membership present in order to conduct business.
3.1. Meetings. The Board of Directors shall meet at least annually, and Activity Committees shall meet from time to time. Meeting notices shall be e-mailed at least two (2) weeks prior to the meeting. The quorum shall be fifty (50) percent, and proxies shall be allowed provided they are received within one (1) week of any meeting. All votes not received by the board by the above deadline shall be counted as a vote in favor of recommendations and shall not be counted towards the election of officers or members of the board.
3.2 Board of Directors. This shall be for any person eighteen years of age or older, and shall entitle the member to knowledge of, and to be kept informed of, the affairs of the Organization. The Corporation shall have no voting members with the exception of those members who reside on the Board of Directors. The Board may suspend membership status of any member in any of the membership categories at any time for any reason, if the Board deems such action to be in the best interest of the Corporation.
3.3 Board Officers. The number of Officers of the Board of Directors shall be at least three and may be as many as nine Trustees. In order to assure continuity of the Board, a class of directors shall be elected each year to a term of three years each. Each term shall begin at the beginning of the next fiscal year and end at the end of the third fiscal year following. At least one Officer shall be elected by the Board of Directors each year, and up to three Officers may be elected in any one-year. In the event that the number of Officers should fall below three, a special Board of Directors Meeting shall be held for the purpose of nominating and electing at least three Officers.3.4 General Duties of the Board. The Board of Directors will transact all business of the Organization. This includes, but is not limited to:
· The management of all assets, finances, securities, and property within the Organization according to these bylaws and any other provisions for specific assets and property.
· The appointment of an audit committee to audit finances. This committee will report to the Board of Directors by the end of November each year.
· The approval of the annual budget, annual report, and all other planning documents and publications.
· Process amendments to the Articles of Incorporation and Bylaws.
· The establishment of committees and bodies as may be appropriate.
· The removal of individuals from any position for cause, or the termination of a member’s privileges for actions detrimental to the Organization.
3.5. Conflict of Interest. At the beginning of each year, Board Members shall disclose any potential conflict of interest, and such disclosures shall be noted in the Minutes. Members shall refrain from voting on such matters, where they may have a conflict of interest, although they may express views on the matter.
3.6. Annual Meeting of the Board. In the Spring of each calendar year, the Board shall conduct an Annual Meeting of the Board. The members shall disclose any conflict of interest, review the Certificate of Incorporation and the Bylaws, and as needed, elect officers for the three year term. These officers shall serve until their successors are elected.
3.7. Officers. At the Annual Meeting of the Board, the Directors shall elect a Captain, First Mate, Secretary, and Treasurer. The Board may divide the Office of Secretary into that of a Recording Secretary and a Corresponding Secretary. It may also elect a Financial Secretary to assist the Treasurer in his or her duties and may suspend the election of the First Mate for one year.
3.8. Qualifications for Members of the Board of Directors. The Organization shall have one representative from each activity committee serve as a member of the Board of Directors. Members of the Board of Directors shall be members of the Corporation and shall keep membership dues current.
3.9. Board Vacancies. If a member of the Board of Directors misses two annual meetings without notifying the Captain in advance and presenting a reasonable excuse, the Board of Directors will consider the question of a vacancy of that position. At any time between annual meetings, the Board may appoint a new board member to fill any vacant position. Such position will be valid until the position is vacated.
3.10. Duties of Officers.
3.10.1. The Captain shall preside at all Meetings as Chair and President of the organization and will represent the Organization. The Captain will nominate committee members and submit an annual report to the Organization. With the help and support of the Board of Directors, the Captain will promote the growth of the Organization. The Captain is a signatory on the accounts of the Organization.
3.10.2. The First Mate shall assist the Captain in the above duties, and take over those duties in his or her absence, or in the event, that the Captain position should be vacated. In consultation with the Activity Chairs, the First Mate will coordinate the activity calendar. The First Mate will, as the need arises, nominate the Editor of the newsletter and provide that it is published at least quarterly to inform the members of the Organization’s activity and instruction schedules and to announce the Annual Meeting and the candidates presented by the Nominating Committee. To minimize conflicts with other activities, the First Mate will contact the Chair of each Activity Committee before the date of the annual meeting is scheduled. The First Mate is a signatory on the accounts of the Organization.
3.10.3. The Secretary shall keep the records of the Organization and manage official documents. The Secretary will distribute a written notice of all meetings and copies of the minutes to all Board of Directors members, Activity Committee Chairs, Standing Committee Chairs and, when appropriate, Affiliated Clubs. The Secretary will maintain a current and accurate roster of all committee chairs and members and of all other appointed or elected officials. The Secretary will maintain the record books that contain the Articles of Incorporation and Bylaws, special rules of order, standing rules and previous meeting’s minutes along with any amendments to these documents and shall have these record books available at every meeting. The Secretary will coordinate membership rosters and upon request, furnish members with copies of documents at reasonable cost. Within thirty (30) days of leaving office, the Secretary will transfer all records to the incoming Secretary. The Secretary shall also perform the duties of the First Mate in the absence of a First Mate.
3.10.4. The Treasurer shall be the Chief Financial Officer of the Organization, and shall supervise all accounts, financial reports, and fiscal procedures. The Treasurer is a signatory on the accounts of the Organization.
3.11. The Executive Committee of the Board of Directors. The Executive Committee of the Board of Directors will consist of the Captain, First Mate, Secretary and Treasurer. They will schedule the dates, times and places for Board of Directors meetings and plan the agenda. They will remind the other Board of Directors members of previously scheduled meetings and inform them of any special meetings. They will confer about any business that needs an immediate solution and if possible, make a temporary decision until the Board can meet.
All persons, who are authorized to receive or disburse funds, shall provide bond or similar surety for the faithful discharge of their duty in such sum as the Board of Directors may determine, and the Organization shall bear the cost of such bonds or surety.
Every trustee, officer or employee shall be indemnified by the Organization against all expenses and liabilities including counsel fees incurred by the individual or imposed upon the individual in connection with any proceeding, in which he or she may be made a party, or in which he or she may become involved by reason of his or her being or having been a trustee, officer or employee of the Organization at the time, when such expenses were incurred, except in such cases, where he or she is adjudged guilty of willful wrongdoing or malfeasance in the performance of his or her duties, provided that in the event of a settlement, the indemnification herein shall apply only when the Board of Directors approves such settlement as being in the best interests of the Organization. The foregoing rights shall be in addition to and not exclusive of all other rights.
6.1. Activity Committees. There shall be such Activity Committees as may be appropriate, to manage various activities within the organization and to foster participation in activities. Activities may include events associated with Environmental Conservation, Instruction, Recreation, Canoeing, Outrigger Canoeing, Whitewater Open Canoeing, Coastal Kayaking, Disabled Paddlers, Free-style Paddling, Marathon Paddling. Paddle Boarding, Poling, Rowing, Sailing, Sprint Racing, Slalom Racing, and the Board of Directors may add other Activity Committees or Special Committees as membership interest demonstrates. The Board of Directors may remove present committees if it is deemed appropriate because of a lack of constituency or activity. Each Activity Committee may be managed by a Chair, who will stipulate the use of all equipment and direct all programming, subject to approval by the Board of Directors. In the absence of a functioning committee, the Board of Directors may appoint a Chair to initiate activity. Each Activity Committee may present an annual organizational plan for approval by the Board of Directors to organize its affairs as needed. In the event that the Board of Directors rejects an organizational plan, a new plan shall be solicited from the Activity Committee. Organizational Plans shall be for the one calendar year. Each activity shall keep a record of participants in the activities and events during the year. Each activity committee shall submit a financial report to the Treasurer at the end of the fiscal year. Each Activity Committee will have an Annual Meeting for s in the activity. To avoid conflicts, the Activity Committee Chair will coordinate with the First Mate or Captain when planning the date, time and place of the annual Activity Committee meetings. The Committee Chair will notify all participants and interested persons of the date, time and place of the Annual Meeting at least two weeks before the meeting. Notification may be via e-mail or a posting of the Annual Meeting on the Internet. At that meeting, participants shall conduct necessary business, and plan programs for the next year. Participants present or the current Committee Chair may nominate a Committee Chair for approval by the Board of Directors. Attendance and minutes of the Annual Activity Committee meeting shall be taken, and a copy shall be sent to the Secretary within two weeks following the meeting. The nomination of the Committee Chair to the Board will be completed by December 15. Upon approval by the Board of Directors, the Committee Chair will take office in January of the following year. An Activity Committee participant is any person who has participated in the Activity Committee or has contributed to the Activity Committee during twelve months prior to the date of the Annual Meeting and such person must be in good standing with the Corporation.
6.2 Standing Committees. The Chair shall appoint with the approval of the Board of Directors such standing committees as may be appropriate, to address various ongoing concerns. Terms shall be for one calendar year.
6.3 Finance Committee. The Finance Committee shall consist of the Treasurer, member from any Endowment Funds as needed, a member from one of the Activity Committees as needed, as well as up to two members appointed by the Board. The committee will develop a financial plan and a budget to promote activities for approval by the Board of Directors and will make other recommendations that are necessary for orderly financial procedures and audits.
6.4 Publicity Committee. The Committee will consist of one (1) member from the Board of Directors and the Editor of the newsletter. They may select other members as needed. They will identify opportunities for publicizing the Organization and follow through on these opportunities.
6.5 Ad Hoc Committees. The Captain may appoint ad hoc committees with the approval of the Board of Directors to address temporary matters of concern, or to accomplish specific tasks, which are not of an ongoing nature. Terms shall be for one calendar year.
Any participant may grieve any act of any official or body. The grievance shall be filed within one month of the event, or the most recent denial of the grievance, and shall be considered within three months. A copy of the grievance shall be served upon the respondent at the time that the grievance is filed. Grievances shall proceed in the first instance to the Activity Committee, and then to the Board of Directors.
8. Affiliated Clubs.
Affiliated Clubs shall contribute to the vitality of the Organization and provide important opportunities for growth in leadership, instruction and a variety of recreational opportunities. The Board of Directors shall establish the terms for a formal club affiliation charter. The Club and its members agree to abide by all the rules and regulations established by the various committees sponsored or administered by the Gowanus Dredgers.
9. Parliamentary Procedure.
The most recent edition of Robert’s Rule of Order shall apply.
10. Paid and Benefited Employees.
10.1 Terms and Conditions. The Board of Directors may hire and fire any paid and benefited employee of the Organization. All paid and benefited employees shall serve at the pleasure of the Board of Directors. New employees may be hired on an interim basis by the Captain, while awaiting approval by the Board of Directors. The Board shall set terms of employment and other conditions as may be appropriate.
10.2 Executive Secretary. The Board of Directors may hire an Executive Secretary to manage such matters, as it shall assign.
11. Financial Procedures.
11.1 Organization Accounts. The Board of Directors shall resolve each account under the name and Employee Identification Number (EIN) of the Organization. The Captain, First Mate and Treasurer of the Organization shall be a signatory on each account. Each account so authorized shall provide a financial report to the Organization by the end of April. The budget of each Committee maintaining an account shall include a five percent (5%) contribution to the Organization to cover administrative costs.
11.2 Fiscal Year. The fiscal year shall begin August 1 and end July 31.
The Organization shall engage sponsors to promote activities and programs, and shall acknowledge the sponsor’s contributions to the sport. No such acknowledgment, however, shall convey any endorsement of any company or product. Whereas the Organization is concerned with responsible behavior on the water and with health, the Organization shall accept no sponsorship from tobacco related products.
Each person, who shall engage in the Organization’s activities and programs, shall be fully responsible for his or her own safety and well-being, and upon joining the Organization, shall sign an appropriate statement to this effect and a waiver of liability. The Organization and its employees and representatives accept no responsibility for the safety and well-being of any participant in its activities.
14. Supervision of Minors.
The Organization, its members and its employees assume no responsibility for the supervision of minors. Persons under the legal age of majority may participate in activities under the supervision of a parent or guardian, who will assume all responsibility for the supervision of the minor person.
The membership may vote to dissolve the incorporation based upon a recommendation of the Board of Directors, a discussion of the issues at the Annual Membership Meeting and a two thirds vote by the membership in the mail/ e-mail ballot elections.
16.1. The Board of Directors may amend these By-laws.
Whereas these Bylaws were developed to provide for a free and independent Organization and not for an affiliate of any other organization, they shall be enacted according to the following plan. The Members of the Board of Directors, who are elected at the first Annual Membership Meeting in February 2003, shall be elected to terms to expire in 2005, 2006 and 2007. The next Annual Membership Meeting shall be held in February 2004. All qualifications shall be phased in over a period beginning in 2003 and ending in 2007.