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Along the Manayunk Canal

Bylaws

Constitution, By Laws and Rules of Order of the
Friends of the Manayunk Canal of Philadelphia

Article I - Name

The Association shall be known by the name of the Friends of the Manayunk Canal of Philadelphia.

Article II - Geographical Area of Focus

The Manayunk section of the Schuylkill River watershed to include: the Manayunk Canal, [Fairmount Park] Towpath, Venice Island, properties adjacent to the Towpath, underground springs and creeks along Towpath, wetlands, and the Schuylkill River and its banks between East Falls Bridge and Flat Rock Dam.

ARTICLE III - Purpose

SECTION I

To promote, educate and encourage citizen and policy actions that respect, support, and protect the natural and man-made environments in the area stated above.

ARTICLE IV - Objectives

SECTION I

To create public awareness about environmental importance of Towpath Park as a significant asset to the Manayunk section of the Schuylkill River Watershed (later to be called the 'Manayunk Watershed').

SECTION II

To create and foster unified watershed-wide community vision for resource and conservation management in the Manayunk Watershed.

SECTION III

To conserve natural resources and preserve the critical lands of existing open space along geographic area identified above, and to advocate for maintenance of the linear pervious trail along the Manayunk Canal for the enjoyment of passive and active recreation.

SECTION IV

To promote explore, research and document the geology, hydrology, science and history of the Manayunk Watershed, its heritage, its surviving industrial archeology and 18th and l9th century bridges and historical areas.

SECTION V

To advocate for and support corrective and remedial actions which mitigate the degradation of the Manayunk Watershed.

SECTION VI

To advocate for the Manayunk Watershed at City, County, State and Federal levels and provide relevant [and expert] public testimony at zoning, planning, redevelopment hearings and courts.

SECTION VII

To be an effectual and informative voice in the local community and Philadelphia for the health of the Manayunk Watershed.

SECTION VIII

To support the creation and establishment of an interpretive and environmental public center in Manayunk.

SECTION IX

To promote coordinated actions through building watershed-wide partnerships to better educate the public to our purposes and goals.

SECTION X

To support the monitoring of quality and quantity of waters of the Manayunk Canal and Schuylkill River with the purpose of improving its environmental conditions and water quality.

SECTION XI

To complete any ongoing initiatives and projects adopted by the Board.

ARTICLE V MEMBERSHIP

SECTION I COMPOSITION OF MEMBERSHIP

Membership shall be composed of those persons who pay dues, subscribe to the purpose and objectives of the Association. Membership is not bound by residing in the geographic area of the Manayunk Watershed.

SECTION II MEMBERSHIP

Membership is open to local and regional citizen.

1. Local: residing in the 21st Ward

2. Regional: Delaware Valley

3. An individual member shall have one vote and a family membership unit shall be limited to two votes.

4. One time membership fee of $10.00

ARTICLE VI GOVERNING BODY

SECTION I DESIGNATIONS.

The Governing Body of the Association shall be a President, a Secretary and a Treasurer. Other officers may be determined by the President and membership.

SECTION II ELECTION AND TERM OF OFFICE

The officers of the Association shall be elected every two years by members in attendance at annual meeting. Each officer shall hold office through the annual membership meeting and until a successor is elected.

SECTION III RESIGNATIONS

Any Officer may resign at any time by giving written notice to the President or Secretary of the Association. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.

SECTION IV GENERAL POWERS

All officers of the Association shall respectively have such authority and perform such duties in the management of the affairs of the Association.

SECTION V THE PRESIDENT

The President must reside within the Manayunk watershed. The president shall be the officer of the Association and shall have general supervision over the activities and operations of the Association. The President shall sign, execute and acknowledge, in the name of the Association, contracts or other letters consistent with said purposes above. In general the President shall perform all duties incident to the office of President and such other duties as from time to time may be assigned by the membership.

SECTION VI THE SECRETARY

The Secretary shall see all that notices are given, and records and reports properly kept and filed by the Association. The Secretary shall perform the duties of the President in his or her absence and such other duties as may from time to time be assigned to the Secretary by the membership.

SECTION VII THE TREASURER

The Treasurer shall have or provide for the custody of the funds of the Association and shall keep a separate bank account in the name of the Association; shall collect and receive or provide for the collection and receipt of moneys earned by or in any manner due to or received by the Association; shall cause all funds to be deposited in the bank account. Upon written request the treasurer may render an account showing all transactions and the financial condition of the Association.

SECTION VIII ELECTION

Officers shall be elected from among the members of the Association, for a term of two (2) years. Furthermore, any Officer may serve consecutive and succeeding terms, if he or she so desires, so long as re-election is by the membership.

ARTICLE VII MEETINGS

SECTION I ANNUAL GENERAL MEMBERSHIP MEETING

Annual general membership meeting shall be held the first Thursday in April each year at seven (7) P.M. Meetings will be posted in the local paper and community newsletters. Meetings will be held at such place as President designates.

SECTION II REGULAR MEETINGS OF THE OFFICERS

As needed, and called by the President, meetings will be scheduled with 7 days notice. The Officers will conduct business no less than once a month.

SECTION III SPECIAL MEETINGS OF VOTING MEMBERSHIP

Special meetings of the membership may be called by the President or jointly by the Secretary and Treasurer.

SECTION IV QUORUM

A. MEMBERSHIP MEETING - At the annual general membership meeting or any special membership meeting at which a vote is to be conducted, the presence of one-third (1/3) of the voting members or twenty (20) members, whichever shall be the lesser number, shall constitute a quorum for all purposes and the act of a majority of the voting members present at any meeting at which there is a quorum shall be the act of the full membership.

B. CONDUCT OF MEETINGS

Procedural disputes at any meeting shall be decided in accordance with Robert's Rules of Order.

ARTICLE VIII Nominations

SECTION I DUTIES

Not less than seven (7) weeks prior to the expiration of the Officers term, a Nominating Committee composed of three (3) or more persons shall be appointed by the membership. It shall be the duty of the Nominating Committee to prepare a list of candidates, to announce the list of candidates one (1) month prior to voting and act as tellers on the date of the vote. Nominations in addition to those made by the Nominating Committee may be made by any voting member in writing to the Association ten (10) days prior to the election. No person shall be nominated by the Nominating Committee or by any voting member unless that nominee has agreed in writing to serve if elected. All voting shall be done by secret ballot at the April membership meeting unless the date is changed by the membership. All votes must be tallied.

SECTION II ELIGIBILITY TO HOLD OFFICE

Only those individuals who have been members at least twelve months, have paid dues and have participated regularly on a subcommittee shall be eligible to hold office.

ARTICLE IX GENERAL PROVISIONS

SECTION I OTHER COMMITTEES

Officers may establish such other committees, standing or temporary, as are in their judgment necessary to further the purpose of the Association. Appointments to these committees, including the designation of a chair, shall be made by the President.

SECTION II OTHER OBLIGATIONS

Officers may authorize any officer or agent to execute and deliver any instrument in the name of and on behalf of the Association. Such authority may be continuing and general or confined to a specific instance.

SECTION III LOGO

The Manayunk logo established in 1996 shall be the insignia of the organization.

ARTICLE X Limitation of Liability and Indemnification

SECTION I

An Officer of the Association shall not be personally liable for equitable or monetary damages as such for any action taken or any failure to take any action, unless the Officer has breached or failed to perform the duties of office and the breach or failure to perform constitutes self dealing, willful misconduct, or fraud.

SECTION II

Indemnification — The Association shall indemnify all of its Officers. The foregoing right of indemnification shall be in addition to and not exclusive of, all other rights to which such Officers may be entitled.

ARTICLE XI Distribution of Assets upon Dissolution

In the event of dissolution of this Association or if it shall cease to carry out its purpose and objectives, all business, and assets of the Association shall be distributed to a nonprofit charitable Association, as may be selected by the Officers of this Association so that the business and assets of the Association shall then be used and devoted to the purposes of carrying on a nonprofit charitable organization devoted to the preservation of the natural environment and watercourses and in relation to the purpose and objectives of the Association.

In no way shall any of the assets or property of this Association or the proceeds of any of the assets or property, in the event of dissolution, go or be distributed to members, either for the reimbursement of any memberships, dues, donations, or contributions by such members or benefactors for any other such purposes. All debts shall be satisfied prior to the liquidation of the organization's funds.

ARTICLE XII Amendments

The Officers shall propose all amendments to these Bylaws. Proposed amendments will be made public on FMC's website and announced in the annual (February-March) newsletter (30) days prior to the annual membership meeting. These Bylaw amendments may be adopted at the annual Membership meeting held in April by a two-thirds (2/3) vote of the voting membership present at the meeting.

Bylaws approved by the membership in attendance at the April 4, 2001 Annual Membership Meeting.