I.         Name

 

 The name of the organization will be Friends of the Middle River (herein referred  to as FOMR).

 

II.        FOMR Board of Directors

 

A.  The FOMR Board of Directors (herein referred to as “Board”) shall serve without pay and consist of at least seven members but no more than fifteen members.  One seat on the Board is reserved for a representative from the Friends of the Shenandoah River.

 

Board members will serve a term of three years.  Members may serve two successive terms before having to rotate off the Board for at least one year before becoming eligible for re-election.  If a Board member has to leave the Board before the expiration of his/her term, a new member may be nominated and elected to fill the remainder of that term.

 

Board terms end on December 31, regardless of member start date. The first year of any three-year term begins in the year the member starts, no matter which month they start.  (Example: Jack Stream begins a term on 1/1/23. Jane River begins a term on 9/20/23. Both member’s terms would end on 12/31/25.)

 

Vacancies will be filled by nomination from and election by the Board, either at a scheduled meeting or through electronic or voice communications outside of a scheduled meeting.

 

There shall be a category of board member known as a board member emeritus  who is nominated and elected by the board of directors.

     

Eligibility: In order to be considered for designation as a board member emeritus, a  person must be a current or former member of FOMR’s board of directors who has:

• the organization’s board of directors with distinction

• in major volunteer or advocacy activities in his or her service on the board

• the term(s) for which he or she was appointed

 

III.      Officers

 

The Officers of the Board of Directors shall consist of a Chairman, a Vice-chairman, a Secretary and a Treasurer.  Officers will be nominated and elected by the Board members.  These four officers shall act as the Executive Committee of the  Board.  The Executive Committee shall have the full authority to undertake the duties and powers of the Board except as these Bylaws specifically state otherwise.

 

The Executive Committee shall serve a term of one year with terms beginning at the   January meeting and concluding at the December meeting of the same year.  Officers  may serve successive terms, if nominated and elected.

 

IV.       Subcommittees

 

 The Board may appoint standing and ad-hoc committees as needed.

 

V.        Meetings

 

Board meetings will be held monthly, in-person, via internet, or both.  If necessary, a regularly scheduled meeting may be re-scheduled or canceled.  Special meetings may be held at any time when called for by a Board member and approved by a majority of Board members present.

 

Agendas will be provided at least one day before the meeting.

 

VI.       Voting

 

A majority of Board members constitutes a quorum. 

 

In the absence of a quorum, no action will be taken except to adjourn the meeting to a  subsequent date.

 

Passage of a motion requires a simple majority (i.e., one more than half the members present).

 

VII.     Conflict of Interest

 

Any member of the Board who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the Board of such a nature that it prevents or may prevent that member from acting on the matter in an impartial manner, will offer to the Board to voluntarily excuse him/herself and will vacate his/her seat and refrain from discussion and from voting on said item.

 

VIII.   Fiscal Policies

 

The fiscal year of FOMR will be January 1st to December 31st.

 

IX.      Amendments

 

These by-laws may be amended by a two-third vote of Board members present at any meeting, provided a quorum is present and that a copy of any proposed amendment(s) be provided to each Board member prior to said meeting.

​

 

Adopted March 28, 2023