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FOMR promotes the stewardship and enjoyment of the Middle River Watershed through volunteer action, education, science and outreach.

Mission

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Vision

A healthy and clean Middle River thanks to voluntary conservation practices by everyone in the watershed.

FOMR Organizational Values

 

Volunteer Engagement

As a grassroots organization we value the contributions, ideas, passion and active participation of volunteers in running all aspects of the non-profit and our activities. 

Cooperation

We value enjoyable experiences in nature and with each other. We seek to help all persons create positive associations with the River, so we value good interpersonal relationships as we work and play together.

Sustainability

We will be guided by environmentally sound principles and aim to make choices that maintain the health of our whole ecosystem, the health of our members and the health of our organization.

Science

We value the objectivity of science as an attempt to uncover truths about the natural world through observing, using the scientific method, testing and reproducing data.  

Safety

We value the health and security of all persons interacting with the River, therefore we strive to enact safe practices in all associations with the River.

Adopted by the board on July 27, 2021

 Bylaws

Version 12.2024

 

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. 

This Board seat will have term limits as do all members of the Board as stated below.

 

Board members are nominated by the Board Development committee and must be approved by a majority of Board members.

 

Each Board member will serve a term of three years. Members may serve two successive terms before rotating off the Board for at least one year before becoming eligible for re-nomination. If a Board member resigns before their term ends, they should notify the Chair in writing of their decision and the date that they will no longer be willing to serve.  

 

Board terms end on December 31, regardless of the member’s 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. Each member’s term would end on 12/31/26.) 


 

B.  Board Member Emeritus:  There shall be a category of board member known as a Board Member Emeritus who is nominated and elected by the Board of Directors. 

 

A Board Member Emeritus shall be entitled to receive all written notices and information provided to the board of directors, to attend all board meetings, to participate in meetings of the committees in which they serve, and be encouraged to attend all other events conducted by the organization. A board member emeritus shall not be subject to any attendance policy counted in determining if a quorum is present at a meeting, entitled to hold office, or entitled to vote at any board meeting.

 

    Eligibility: 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:

 

-  served the organization’s Board of Directors with distinction

-  held an important leadership role and made significant contributions

-  engaged in major volunteer or advocacy activities in their service on the     Board

-  completed the term(s) for which they were appointed


 

C.  Removal of board member:  To remove a Board member, the Board must reach a vote of no confidence by a majority. The following are examples of circumstances that may warrant such an action.

 

Conflict of interest: When a Board member does not abide by FOMR conflict of interest policy.

 

Non-participation: If a Board member does not attend or actively participate in Board meetings or contribute to the organization’s mission.

 

Violation of bylaws or policies: If a Board member consistently violates the organization’s bylaws, mission, values, or policies.

 

Illegal activities: Engaging in illegal or unethical behavior. 


 

III. Officers

 

The Officers of the Board of Directors shall consist of a Chair, a Vice-chair, and a Secretary/Treasurer.  The Board members will nominate and elect officers at the December Board meeting.  These three 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 will be trusted to guide and direct the Board and decide on behalf of the Board if needed in an urgent or emergency situation. Any decisions made by the committee without Board approval should be reported to the entire Board as soon as possible and no later than the next board meeting. 

 

The Executive Committee of three officers must have two officers agree to any action taken on behalf of the board.

 

Each officer of the Executive Committee shall serve a term of one year, with the term beginning at the January meeting and concluding at the December meeting of the same year.


 

IV. Subcommittees

 

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

 

V. Meetings

 

Board meetings will be held monthly, in person, via the Internet, or both.  If necessary, a 

regularly scheduled meeting may be rescheduled 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 constitute a quorum.  

 

In the absence of a quorum, action will only be taken 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 impartially acting on the matter, will offer to the Board to voluntarily excuse him/herself and will vacate their seat and refrain from discussion and from voting on said item.

 

VIII. Fiscal Policies

 

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

 

IX. Dissolution of FOMR 

 

The Board of Directors must make a two-thirds vote to dissolve FOMR if necessary. This requires the development of a dissolution plan that addresses all remaining liabilities and files a certificate of dissolution with the appropriate state agency.


 

X. Amendments

 

These by-laws may be amended by a two-thirds 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.

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