By-Laws of Central Adirondack Search and Rescue Team, Inc.
A Not-For-Profit Corporation
Article I – Office
The principal office of the Corporation shall be at the residence of the Team President. The Corporation may also have offices at such other places within the State of New York as the Board may from time to time determine or the business of the Corporation may so require.
Article II – Purpose
The purpose of this Corporation is to provide a search and rescue team to assist and aid New York State (NYS) Department of Environmental Conservation (DEC) Forest Rangers in search and rescue operations.
Article III – Membership
1. The Corporation shall have six (6) types of membership:
a. Administrative Member - must be at least 18 years old and is not required to be certified in a search and rescue specialty.
b. Field Member - must be at least 18 years old and be certified in Basic Wildlands Search Skills.
c. Professional Member – an individual who voluntarily contributes their professional services for the betterment of the Corporation may be awarded this membership by a plurality of the votes cast at any regular membership meeting.
d. Honorary Member – Organizations and Non-member individuals who have benefited the search and rescue community may be awarded this membership by a plurality of the votes cast at any regular membership meeting.
e. Life Member – Administrative and Active Field Members who have been members for ten (10) ten years or more may be awarded this membership by a plurality of the votes cast at any regular membership meeting. Life members will no longer be required to pay annual dues and may participate in searches and team activates just as they would as an Administrative Member or a Field Member of the team in good standing.
f. Associate Member - member affiliated with CASART that will assist in activities, support and organizational procedures, but not be active in field searches. Fund raising, political and DEC liaison are examples. This is a non-voting membership.
2. All membership dues, assessments or other charges shall be set by the Board of Directors.
3. A member is considered to be in good standing when:
a. Dues, Initiation fee and assessments and/or other charges are current.
b. Compliant with all CASART Policies Ethics and Procedures.
c. Field Members are expected to attend at least one mock search and rescue drill per year, attempt to attend other training sessions and participate in as many Search and Rescue missions as possible or at least one (1) per year.
d. Actively support the mission of CASART which is to provide a search and rescue team to assist and aid New York State (NYS) Department of Environmental Conservation (DEC) Forest Rangers in their search and rescue operations.
e. Fulfillment of all requirements, present and future, as set forth by the Board of Directors.
4. Each Administrative, Active Field and Life Member in good standing shall be entitled to one (1) vote on each matter submitted to a vote of said members.
5. The Board of Directors, by an affirmative vote of a majority of the Directors, may warn, suspend or expel a member for cause after an appropriate hearing in accordance with Policies, Ethics and Procedures.
6. Any member may resign at any time by filing a written resignation with the Secretary.
Article IV – Board of Directors
1. The general affairs of the Corporation shall be managed for the membership by its Board of Directors. The number of Directors shall be eight (8) and must be members of the Corporation in good standing. The eight (8) seats on the Board will be filled by the President, Vice-President, Secretary, Treasurer, Field Officer and Assistant Field Officer, Training Officer and Administrative Officer by virtue of their election to such positions.
a. The corporation will have two seats available to be appointed by the Board, and/or a vote of the members, with the title of “Director Emeritus”. Candidates for this position will be founding members or those whose past service to the corporation is deemed by the Board to be exemplary, and whose experience and wisdom are valued by the current Board members. This position will be a one year appointment, renewable annually by written approval of the Board. This position will not have a vote on Board matters and thus will not count towards a quorum count. As this position is NOT ELECTED… the position will not be mentioned under Article V – Officers. One or both seats need not be occupied.
2. The number of Directors may be increased or decreased by an amendment to these By-Laws.
3. Newly created Directorships resulting from an increase in the number of Directors or vacancies occurring on the Board for any reason shall be filled and elected by the membership of the Corporation upon the same conditions and in the same manner as the Officers.
4. Any or all Directors may be removed with cause after an appropriate hearing in accordance with Policies, Ethics and Procedures, by a vote of the members in the same manner as removal of an Officer. A Director so removed shall also vacate his/her position as an Officer, if any.
5. A Director may resign at any time by giving written notice to the Board, which shall be effective upon receipt by the Board.
6. A majority of the entire Board shall constitute a quorum for the transaction of business or for any specified item of business.
7. Each Director shall have only one (1) vote.
8. Unless otherwise set forth, an act of the Board shall be determined by a majority vote of the Directors present at the time of a vote, provided a quorum is present.
9. The Board shall hold its meetings at the office of the Corporation or at such other place as the Board may determine.
10. A regular annual meeting of the newly elected Board shall be held immediately following the Annual Membership Meeting.
11. A Special Meeting of the Board shall be held upon notice to the Directors and may be called by the President or by written request of a minimum of four (4) Directors upon five (5) days notice to each Director.
12. The Board by resolution adopted by a majority vote of the Directors present at the time of a vote, provided a quorum is present, shall designate standing and temporary committees from members of the Corporation, determine the number of members and the chair of the committee and may likewise dissolve any and all such committees.
Article V – Officers
1. The Officers of the corporation to be elected by the members shall be as follows:
b. Vice President
e. Field Officer
f. Training Officer
g. Administrative Officer
2. At each Annual Membership Meeting, the membership shall elect the Officers by a plurality of the votes cast and the Officers shall hold office until the next Annual Membership Meeting.
3. Any Officer so elected may be removed with cause during his/her term after an appropriate hearing in accordance with Policies, Ethics and Procedures, by a majority vote of the members, provided there is a quorum present and further provided that the requirements for calling said meeting as set forth in “Article IX” have been met in full. An Officer so removed shall be required to vacate his/her Board seat as well.
4. In the event of death, resignation or removal of an Officer, the Board, at its discretion, may appoint a successor to fill the unexpired term.
5. The President shall be the Chief Executive Officer of the Corporation who shall preside over all meetings of the members and of the Board. He/she shall be charged with the general management of the affairs of the Corporation and shall see that all orders and resolutions of the Board are carried into effect.
6. The Vice–President shall have all the powers and functions of the President in his/her absence. The Vice-President shall perform such duties as the Board and/or President shall prescribe.
7. The Treasurer shall have the care and custody of all funds and securities of the Corporation and shall deposit said funds in the name of the Corporation in such bank or trust company as the Directors may choose. When authorized by the Board, he/she shall sign and execute all contracts in the name of the Corporation, as well as all checks, drafts, notes and orders for the payment of money. He/she at all reasonable times shall exhibit the books and accounts of the Corporation to any Director, upon request, or to any member, upon written application, at the office of the Corporation or a mutually agreed upon location within a reasonable amount of time. At the end of each fiscal year, he/she shall prepare and submit a financial statement of the accounts of the Corporation to the Board and file an annual electronic notice IRS Form 990-N (e-Postcard) NLT the 15th day of the 5th month after the close of the tax year.
8. The Secretary shall keep the minutes of the meetings of the Board of Directors and the members of the Corporation. He/she shall have custody of the seal of the corporation and shall affix and attest the same to documents duly authorized by the Board. He/she shall attend to the giving and serving of all notices of the Corporation and shall keep a membership roll containing the names of all members of the Corporation showing their place of residence, telephone number, email address (if available) and certifications.
9. The Field Officer shall be the primary interface between CASART and the Forest Rangers for activation and on search and rescue missions. He/she will be the team leader in the field and ensure team members have assignments as needed by the Forest Rangers and perform in a safe and responsible manner. He/she will be a member of the Training Committee and assist in member training to ensure team members achieve all the skills necessary to function in a competent manner and have such duties as from time to time are prescribed by the Board.
10. The Training Officer shall head the Training Committee and ensure that the training needs of the membership are met and have such duties as from time to time are prescribed by the Board.
11. The Administrative Officer shall head the Administrative Team with responsibilities for team activation for search and rescue missions, trailer and equipment management, maintenance, security, deployment for missions, drills and training and operations at missions, drills and training and shall have such duties as from time to time are prescribed by the Board.
Article VI – Committees
1. All committees shall be responsible to the Board of the Corporation, be composed of members in good standing of the Corporation and committee chairs shall present an oral report to the Board at regular Board meetings, if present at such meetings, or a written report to the Board 7 days prior to each regular Board meeting detailing the activities, progress, decisions and recommendations of the committee since the last committee report.
2. The Communications Committee shall be a standing committee of the Corporation responsible for disseminating relevant and timely information to the membership of the Corporation via a newsletter or other means, disseminating relevant and timely information to the public via press releases or other means, designate and coordinate the communications process for callouts and activation of the CASART members in response to requests for assistance and aid in search and rescue operations originating from the New York State (NYS) Department of Environmental Conservation (DEC) Rangers and other responsibilities as determined by the Board.
3. The Training Committee shall be a standing committee of the Corporation responsible for determining the training needs of CASART members, securing the resources to conduct the training, coordinating the implementation of the training and other responsibilities as determined by the Board.
4. The Membership Committee shall be a standing committee of the Corporation responsible to solicit new CASART members, maintain and provide a current list of members in good standing to the Secretary of the Corporation on a timely basis and other responsibilities as determined by the Board.
5. The Development Committee shall be a standing committee of the Corporation responsible to solicit donations and undertake fund raising activities in support of the CASART mission and other responsibilities as determined by the Board.
6. The Auditing Committee shall be a standing committee of the Corporation responsible to audit the financial records constituting the books of the Corporation and shall provide a written report of the audit findings to the Board of the Corporation in accordance with Article X. The Auditing Committee will enlist the services of an outside party (non-member of the Corporation) to assist with the annual audit of the financial records.
7. The Nominating Committee shall be a standing committee of the Corporation responsible for collecting and presenting a slate of nominees to serve as Officers and Directors and to present the slate to the members of the Corporation at the Annual Meeting in accordance with Article VII. No member of this committee may be a Director or Officer or a candidate for Director or Officer.
8. The By-Laws Committee shall be a standing committee of the Corporation responsible for considering and proposing amendments to the Corporation’s By-Laws for presentation to the membership for adoption. A majority of its members shall not be Directors.
9. The Finance Committee shall be a standing committee of the Corporation. The Treasurer shall be a member of this committee. The Committee shall be responsible for developing an annual budget, reviewing financial reports prepared by the Treasurer and presenting various reports to the Board of Directors, monitoring investments of the Corporation and any other responsibilities as determined by the Board of Directors.
10. Medical Director/ Advisor Committee – this position will be appointed by the Board of Directors. This is not an elected position, and the person occupying this position is not a Board member and does not carry a vote. This position will report to the President, but will function as an advisor to the Training Committee, and the Field Officers, rendering advice and or hands on practical medical skills. Ideally, this position will be a Professional member of the organization.
Article VII – Elections
Nominations for Officers and Directors of the Corporation shall be solicited from the members of the Corporation by the Nominating Committee and a slate of Officers and Directors shall be presented to the Board of Directors by the Nominating Committee thirty (30) days prior to the Annual Membership Meeting of each year. Members may nominate candidates for Officers and Directors of the Corporation by proxy or in person at the Annual Membership Meeting. A plurality of the votes cast by the members of the Corporation is required to elect any Officer or Director of the corporation.
Article VIII – By-Laws
1. The by-laws of this Corporation may be amended, repealed, added to, or new By-Laws adopted only by a two thirds (2/3) vote of the members present at a regular membership meeting.
2. Amendments to these By-Laws shall be proposed by the Board of Directors or by the By-Laws Committee. Amendments supported by a majority of the By-Laws Committee shall be given to the President who shall place them on the agenda of the next regular membership meeting for a vote.
3. All proposed amendments shall be mailed or emailed to every member and be postmarked at least ten (10) days prior to the meeting.
4. The amendments shall become effective immediately upon approval and all previous By-Laws shall be repealed.
5. The Board of Directors is empowered to make directives for the Corporation that clarify content, eliminate conflict between Articles, or facilitate administration of these By-Laws. The directives shall only be valid until the next meeting that By-Laws amendments are voted on. Directives may be incorporated into the By-Laws in accordance with previously described amendment process.
6. If there shall be any conflict between the provisions of the Certificate of Incorporation and the By-Laws, the provisions of the Certificate of Incorporation shall govern.
Article IX – Meetings
1. The Annual Membership Meeting of the Corporation shall be held between the fifteenth (15th) of September and the thirty first (31st) of October each year and such date shall be determined by the Board at least forty-five (45) days preceding the meeting date. The Secretary shall cause to be mailed or emailed to every member in good standing, at his/her address or email address as appears on the membership roll book of the Corporation, a notice stating the date, time and place of the Annual Membership Meeting. Such notice shall be given not less than thirty (30) days nor more than forty-five (45) days preceding the meeting date.
2. A quorum of the Board of Directors and at least one other member of the Corporation in good standing present at any membership meeting shall constitute a quorum which shall be necessary for the transaction of any business at such meeting.
3. Special Meetings of the corporation may be called by the Directors or thirty percent (30%) of the members having voting rights. The Secretary shall cause a notice stating the purpose, date, time and place of such meeting to be mailed or emailed to every member in good standing, at his/her address or email address as appears on the membership roll book of the Corporation. Such notice shall be given not less than five (5) days nor more than ten (10) days preceding the meeting date. No other business other than that specified in the meeting notice will be transacted at any Special Meeting without the unanimous consent of all present at such meeting.
4. The place of any meeting shall be as designated by the Board.
5. The order of business at all regular meetings of members shall be as follows:
a. Roll call;
b. Reading of the minutes of the preceding meeting;
c. Reports of any and all committees;
d. Reports of Officers;
e. Old and unfinished business;
f. New business
Article X – Miscellaneous
1. The fiscal year of the Corporation shall begin on the first day of incorporation and end the last day of October and for each year thereafter, shall begin the first day of November and end the last day of October.
2. All dues, assessments or other charges shall be paid within the time period as set forth by the Board of Directors. No member shall be entitled to a refund of any portion of his/her dues in the event he/she resigns or is suspended or expelled from the Corporation.
3. The Treasurer of the Corporation shall present all financial records constituting the books of the Corporation to the Audit Committee at the Annual Membership Meeting. The Audit Committee will have 30 days to report its findings to the Board of the Corporation.
4. Checks issued in excess of $500.00 will require signatures of any two of the following Officers of the Corporation, Treasurer, President, Vice President or Secretary.
Article XI – Dissolution
Upon dissolution of the corporation, all of its assets remaining after payment of all cost, expenses and obligations of such dissolution shall be distributed to an organization or organizations which have qualified exemption under section 501(c)(3) of the Internal Revenue Code, or to the Federal Government, or to a State or Local Government, for the Public purpose, and none of these assets will be distributed to any individual Member, Officer or Trustee of this corporation.
Copyright, CASART, Inc.