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



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



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.


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.

B. 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 which are provided to the board of directors, to attend all board meetings, to participate in meetings of the committees in which they serve, and 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, o entitled to vote at any board meeting.              


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:

  • 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 his or her service on the board

  • completed 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 September meeting and concluding at the September meeting of the following year.  Officers may serve successive terms, if nominated and elected.

V.        Meetings


Board meetings will be held monthly on the third Tuesday of each month.  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.

VII.     Conflict of Interest


Any member of the Board who has a financial, personal, or official interest in, or conflict (or apearance          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.

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.


November 29, 2019

IV.       Subcommittees


 The Board may appoint standing and adhoc committees as needed.

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 that half the members present).

VIII.   Fiscal Policies


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