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Who We Are
The Croton Arboretum and Sanctuary, Inc. is a volunteer, non-profit organization that provides environmental stewardship for 20+ acres of wetlands and woods at the Jane E. Lytle Arboretum in Croton-on-Hudson, New York.
Support Us

Help support the mission of the Croton Arboretum by becoming a member. We need your support!

Bylaws

These are the current bylaws of The Croton Arboretum and Sanctuary, Inc., as amended at the annual meeting on February 17, 2011.

Article I

NAME
The name of the Organization shall be the Croton Arboretum and Sanctuary, Inc.

Article II

OBJECTIVES

  1. To establish, and manage a public arboretum and wildlife sanctuary on dedicated open space land in the Village of Croton;
  2. To promote the protection and preservation of wetlands and other natural habitats through education activities for persons of all ages;
  3. To develop environmental education and recreation programs, projects, workshops and publication at the Arboretum and elsewhere;
  4. To further conservation education in Croton-on-Hudson and vicinity;
  5. To protect open space and wildlife habitat.

Article III

MEMBERSHIP 
Anyone sharing the objectives of the Organization, including organizations, associations and businesses, may become a member.

If two or more members of the same family are listed on the membership roll they shall be considered as one member for all purposes and shall be entitled to one vote.

Article IV

DUES & DONATIONS
Annual dues shall be established by the Board of Directors. Only members who have paid dues are eligible to vote at annual or special meetings.

Gifts or donations may be accepted by the Organization. Acceptance of such gifts shall be by a majority vote of the Board at a duly constituted meeting.

Article V

FISCAL YEAR
The Organization’s fiscal year shall end with the last month of the calendar year.

Article VI

MEETINGS OF MEMBERS
An annual meeting of members for the purpose of electing directors and conducting other business shall be held during the second month of the year, coinciding with the date of the regularly scheduled Board of Directors’ meeting, at such place as designated by the Board. Notice shall be mailed to all members no later than 15 days prior to the date of the meeting.

Special meetings may be called by the Board of Directors or upon the written request of a least 10 voting members of the Organization. Such written requests must state the purpose of the special meeting and notice must be mailed to all members no later than 15 days prior to the date of the meeting.

At any meeting of members, each voting member appearing as such on the books or records of the Organization, whose dues are not in arrears, shall be entitled to one vote in person or by duly authorized proxy. No proxy shall be issued to anyone other than a voting member of the Organization and no voting member shall hold more than one proxy.

At all meetings of members, a quorum shall be at least 15 voting members, either present or by proxy. A majority of those voting members present and by proxy shall be required to pass a motion.

Article VII

BOARD OF DIRECTORS & OFFICERS
The Board of Directors shall consist of 11 voting members, comprised of the Officers and Directors. Directors shall be elected for a term of three years at the annual meeting. The officers shall be elected by the Board for a term of one year. The Organization’s newsletter and website shall list the Officers and Directors and the expiration of their terms.

The Board of Directors shall manage and administer the Organization, direct its policy and actions, control its finances, authorize and ratify its expenditures, audit its accounts, appoint members to fill vacancies on the Board, and shall otherwise have all such powers and perform all such duties as are imposed upon them by the Bylaws of the Organization.

Officers
The officers of the Organization shall be President, Vice-president, Secretary and Treasurer. They shall be elected by the Board of Directors at the first regular board meeting after the Annual Meeting from among the members of the Board.

The President shall be the executive head of the Organization and Chair of the Board of Directors. He or she shall preside at all meetings of the members of the Organization and of the Board. He or she shall be a member, ex-officio, of all special committees. The President and Treasurer shall have authority to execute all contracts in the name of the Organization, which have been authorized by the Board of Directors. The President shall otherwise have all such powers and perform all such duties as are specifically provided for in these Bylaws or which usually devolve upon such an officer.

The Vice-President shall perform the duties of the President in the absence or disability of the latter.

The Secretary shall keep accurate minutes of meetings, records of the affairs of the Organization, and send out all notices. The Secretary shall also make records accessible to members and the public upon request.

The Treasurer shall receive and manage the funds of the Organization and disburse the same only upon the authority of the Board of Directors. He or she shall collect all dues, fees and accounts owed to the Organization, and shall generally supervise its financial affairs. He or she shall keep accurate books of account, which may be audited at any time by the Board of Directors, by an auditor selected by them, or by a committee appointed by the President, and shall submit to the Board and to the members annually, or at any time on demand of the President or the Board, a written report of receipts and disbursements. All cash shall be kept in a local bank to be designated by the Board of Directors. Two signatures are to be maintained on file at said bank, either of which will result in payment on demand. The two authorized signatures shall be those of the President and the Treasurer.

A financial summary shall be published annually in the newsletter.

Investments may be held in any major investment house.

Meetings
Regular meetings of the Board of Directors shall be held at the Municipal Building at 8:00 P.M. on the first Thursday of each month, unless otherwise agreed upon by the Board. Said meetings shall be open to the public, and the public shall have the right to participate during the public comment section of the meeting.

The President shall call special meetings of the Board whenever he or she deems it necessary, or upon the written request of at least two Directors.

A majority of the number of Directors shall constitute a quorum. A majority of those present shall be required to pass a motion.

Vacancies
Upon the death, disability or resignation of any officer or board member, the Board of Directors may fill the vacancy for the unexpired term.

If any Director shall fail to attend three consecutive meetings without excuse accepted as satisfactory by the board, he or she shall be deemed to have resigned and the vacancy shall be filled.

Article VII

AMENDMENTS
The Bylaws may be altered or amended, or new bylaws adopted, at any regular or special meeting of the Organization, by a two-thirds vote of voting members present, in person or by duly authorized proxy, and constituting a quorum, upon at least 15 days written notice mailed to all members. Such notice shall set forth in full the proposed amendment(s) or new bylaw(s).

Article VIII

MISCELLANEOUS
Notwithstanding any other provisions of these articles, this corporation is organized exclusively for one or more of the purposes specified in Section 501(c)(3) of the Internal Revenue Code of 1954, and shall not carry on any activities not permitted to be carried on by corporations exempt from Federal Income tax under IRC 501(c)(3) or corresponding provisions of any subsequent Federal tax laws.

No part of the net earnings of the corporation shall inure to the benefit of any member, trustee, director, officer of the corporation, or of any private individual, except that reasonable compensation may be paid for services rendered to or for the corporation, and no member, trustee, officer of the corporation or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the corporation. No substantial part of the activities of the corporation shall be carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by IRC Section 501(h) or participating or intervening in (including the publication or distribution of statements, any political campaign on behalf of any candidate for public office.)

In the event of dissolution, all the remaining assets and property of the corporation shall, after, necessary expenses thereof, be distributed to another organization exempt under IRC Section 501(c), or corresponding provisions of any subsequent Federal tax laws, or to the Federal government, or state or local government for a public purpose, subject to the approval of Justice of the Supreme Court of the State of New York.

In any taxable year in which the corporation is a private foundation as described in IRC Section 509(a), the corporation shall distribute its income for said period at such time and manner as not to subject it to tax under IRC Section 4942, and the corporation shall not (a) engage in any self-dealing as defined in IRC Section 4941(d), retain any excess business holdings as defined in IRC Section 4943(c), (b) make any investments in such manner as to subject the corporation to tax under IRC Section 4944, or (c) make any taxable expenditures as defined in IRC Section 4945(d) or corresponding provision of any subsequent Federal tax law.