As revised and adopted November 10, 2014
Article I. Name
The name of this organization shall be the Environment Council of Rhode Island, Incorporated (ECRI).
Article II. Purpose
ECRI is hereby established to coordinate, to initiate, to promote and to unify efforts of Rhode Island organizations concerned about the problems of our natural environment consistent with the right of the people to a clean, healthy and productive environment in which to live, work and play, and to lobby and advocate for that right. Its programs shall be designed:
1. To alert and inform its members and the citizens of Rhode Island regarding the vital importance of environmental policies and procedures for the effective use, management, maintenance and protection of our natural environment; and the action necessary to provide adequate and effective natural resource management and planning;
2. To use energetic and constructive leadership in initiating action that will achieve its objectives;
3. To accommodate and encourage volunteer engagement in achieving its objectives;
4. To secure the enforcement of existing laws relative to environmental problems; and
5. To cooperate with non-members in the promotion of ECRI interests and objectives.
Article III. Membership and Voting Powers
(a) Any Rhode Island federation, nonprofit corporation, non-government organization other than a political party or committee, or individual interested in supporting the purposes of ECRI shall be eligible for membership in this organization. Member groups of any Rhode Island federation shall be entitled to an organizational membership in ECRI and the federation itself shall also be entitled to a single membership.
(b) The board of directors shall consist of the elected officers, one delegate from each active member organization, and up to six at-large delegates representing individual members. No person may represent more than one organization. At-large delegates shall serve for two year terms, and be nominated and elected in accordance with the procedures established for officers. Approximately one half of the delegates-at-large shall be elected each year to establish even rotation. One vote is accorded to each elected officer, to each organizational member through its delegate, alternate, or duly authorized designee, and to each delegate-at-large. Voting privileges for individual members are expressed through the delegates-at-large.
(c) In the event that a delegate-at-large is unable to attend, an absentee vote will be accepted from that delegate-at-large provided it is signed by two ECRI members. All absentee votes must be received by the president of ECRI twenty-four hours prior to the meeting at which the vote will be taken. In the event of an emergency requiring immediate ECRI action, the president shall be empowered to make statements and represent ECRI to the press and public in a manner that is consistent with past public ECRI positions. If an emergency requiring immediate ECRI action concerns a matter on which there is no clear past ECRI position, a special meeting of the executive committee may be held, either in person or by telephone. In that event, there must be a quorum of half of the executive committee participating in the meeting.
Article IV. Officers
(a) The officers of ECRI shall be:
- Immediate Past President
- Vice President for Development
- Vice President for Membership
- Vice President for Policy
- Delegate to the National Wildlife Federation
- Alternate Delegate to the National Wildlife Federation
(b) The officers of this organization shall be elected during the annual meeting for a term of one year or until their successors are elected. If a vacancy occurs in an officer’s position between annual meetings, the office may be filled as follows:
1. a new candidate may be announced to the membership by the nominating committee; and
2. at least 30 days later at a regular meeting, the candidate may be elected by a majority of eligible voters at that meeting. In the event that the nominating committee is unable to identify a candidate, the president may nominate a candidate, subject to election as detailed above. In all such instances, the newly elected officer shall serve the remainder of the term of the vacated office.
(c) No person may hold two offices except as delegate or alternate delegate to the National Wildlife Federation. An officer of ECRI may be a delegate from an organization, but shall not be entitled to two votes on the board of directors.
Article V. Committees
(a) There shall be an executive committee consisting of the president, immediate past president, president-elect, vice presidents, secretary, treasurer, chair of the policy committee, and delegates to the National Wildlife Federation. The executive committee is empowered to conduct the business of ECRI between regular meetings consistent with previous policies of ECRI and is empowered to act to implement ECRI policies.
(b) In addition to the executive committee, there shall be the following standing committees: policy committee, finance committee, nominating committee.
(c) The president and immediate past president shall be ex-officio members of all committees except the nominating committee.
(d) The president may create and dissolve other committees as may be necessary from time to time.
(e) The Vice President for Policy shall be the chair of the policy committee.
(f) The finance committee and nominating committee shall each appoint a chair and secretary for its meetings, and shall report to the ECRI Board of Directors its actions since the last regular meeting. Such reports shall be incorporated into the minutes of the regular meetings of the Board of Directors. The chair is responsible for notifying members of committee meetings and the secretary for submitting committee reports. The chair of the policy committee shall be the director of legislative affairs for ECRI.
(g) The Finance Committee shall include the Treasurer, Vice President for Membership, and Vice President for Development.
Article VI. Nominating Committee
The nominating committee shall be elected by the board of directors and shall consist of no fewer than two members of the Board of Directors. The members of the nominating committee shall choose one of their number as its chair and presiding officer. It shall be the duty of the nominating committee to elicit nominations for the several offices of ECRI two months prior to the annual meeting from its members and to submit the slate of nominees annually at the regular board meeting immediately prior to the annual meeting.
Article VII. Meetings
Regular meetings of the ECRI Board of Directors shall be held at approximately monthly intervals but there will be not less than four meetings per calendar year including the annual meeting which shall be held during the first half of each calendar year.
Article VIII. Notices of Meetings
(a) Notices of regular meetings together with material that may be helpful in the consideration of items on its agenda and a copy of the minutes of the previous meeting shall be sent to each member at least seven days prior to the scheduled date of the regular meeting.
(b) Any three members of the executive committee may call special meetings from time to time as the need may arise without resorting to above cited notification procedure if time does not permit.
(c) Notice of special meetings shall be given at least forty-eight hours in advance and shall include a statement of the purpose or reason for calling the special meeting.
(d) Any active member or organization may pose a resolution to the secretary and president no later than ten days prior to the next announced meeting of ECRI.
(e) Policy positions of ECRI shall be formulated and affirmed by resolutions passed by a majority of those delegates present at a properly noticed meeting.
Article IX. Quorum
A majority of the officers shall constitute a quorum for business at any regularly called meeting.
Article X. Duties of Officers
a) It shall be the duty of the president to serve as chair of the board of directors. The president shall have the authority to appoint another elected officer to serve as the chair of the board of directors whenever the president is unable to attend to the duties of chair of the board of directors. In the event of the absence of such an appointment, the vice president for development shall act as chair of the board of directors. The president will work with the treasurer to present the annual budget. The chair of the board of directors, or his or her designee, has the power to represent ECRI at commissions, conferences, hearings or organizational meetings to carry out or make public the policies of ECRI.
(b) The immediate past president shall assist the president in any of his or her duties, and may serve as an ex-officio member of any committee.
(c) It shall be the duty of the vice president for development to work with the treasurer or any active committee to advance the development of ECRI in financial and membership matters.
(d) It shall be the duty of the vice president for policy (chair of the policy committee) to assist in coordination of policy implementation of ECRI votes and resolutions.
(e) It shall be the duty of the vice president for membership to assist in maintaining the current database of members and oversee renewal and recruitment of members.
(f) It shall be the duty of the secretary to keep accurate records of the proceedings of ECRI and its committees except the nominating committee as provided in Article VI. The secretary shall assure that notices of meetings of this organization are sent in accordance with Article VIII and such correspondence as ECRI directs. Such records and official correspondence shall be kept in such a way that provides ready access and may be referred to at any time.
(g) It shall be the duty of the treasurer to be the custodian of such funds as may be entrusted to him or her from time to time; to ensure that bills are paid upon receipt of vouchers approved by the president or vice presidents; to ensure that proper records of all receipts and disbursements are kept; to make, or cause to be made, reports of ECRI finances upon the request of any of its officers or members. Quarterly reports shall be made within thirty days of the end of each quarter. The treasurer shall work with the president and staff to prepare the annual budget.
(h) It shall be the duty of the delegate and alternate delegate to the National Wildlife Federation to attend the annual meeting of the National Wildlife Federation and generally act as liaison between that organization and ECRI.
(i) The officers may vote at all meetings of ECRI except that the president will only vote in the case of a tie.
Article XI. Dues
The dues for active membership in ECRI shall be payable by July 1 of each year. The dues structure for membership may be changed at any regular meeting but may not be changed more than once in any twelve month period. Any proposed change to the dues structure must be presented at the regular meeting immediately preceding the meeting at which the change is to be voted upon. Active membership requires that dues be up to date.
Article XII. Amendments
Changes may be made in the bylaws of ECRI as follows:
1. Proposed changes must be presented at least thirty days in advance;
2. A quorum of one-third of the board of directors must be present at the meeting at which the vote is taken;
3. The amendment(s) must be adopted by a two-thirds majority vote.