ARTICLE I
OBJECTIVES AND ACTIVITIES

Section I- Name
The organization shall be named the Lake Champlain Land Trust and shall be incorporated as a nonprofit organization under the laws of the state of Vermont. The organization was formed in 1978 and was formerly known as the Lake Champlain Islands Trust.

Section II- Objectives
The objectives of the “Land Trust” shall be to:

Save the scenic beauty, natural communities, and recreational amenities of Lake Champlain by permanently preserving significant islands, shoreline areas, and natural communities in the Champlain region; and

Steward properties conserved by the Land Trust to preserve their conservation values.

Section III- Activities of the Land Trust
In order to achieve its objectives, the Land Trust shall, among other things:

1. Acquire property and development rights for the purpose of preserving islands and shorelands of Lake Champlain in their natural state. The Land Trust will hold, manage, and convey these properties and rights in a manner consistent with the objectives of the Land Trust;

2. Steward, monitor, and enforce conservation easements held by the Land Trust in perpetuity;

3. Educate members of the Land Trust and the general public about the activities of the Land Trust and about land conservation and stewardship; and

4. Promote membership in the Land Trust.

ARTICLE II
MEMBERSHIP AND STRUCTURE

Section I- Members
Any person or organization shall be entitled to membership in the Land Trust upon the payment of the annual dues.

Section II- Meetings
There shall be an annual meeting of the membership of the Land Trust held no later than September 30th of each year and at such time and at such place as the Board of Trustees shall decide. The meeting shall be for the purpose of electing new members to the Board of Trustees and considering other business.

Special meetings of the Land Trust membership may be called by order of a majority of the Board of Trustees.

Section III- Notice to Membership
Notice of all meetings, general or special shall be given to the membership. Notice shall state the time, place, and general nature of the business to be discussed. Said notice shall be made by mail at least thirty (30) days prior to the meeting date.

Section IV- Quorum and Voting
Quorum- A quorum of the Land Trust shall consist of not less than 10% of the voting members, or 15 voting members, whichever is smaller.

Voting- At all meetings of the Land Trust, each membership in good standing (regardless of level) shall be entitled to vote and each membership shall be granted one vote. Representation by proxy or voting by mail may be permitted at the discretion of the Board of Trustees.

Section V- Fiscal Year
The fiscal year shall be the calendar year.

Section VI- Membership Dues
Levels of membership and amounts of dues shall be established by the majority vote of the Board of Trustees from time to time.

Section VII - Rules
Meetings of members shall be governed by Robert's Rules of Order (most recent version).

ARTICLE III
BOARD OF TRUSTEES

Section I- Membership
There shall be neither more than fifteen nor fewer than seven members on the Board of Trustees. Members of the Board shall be elected at the annual meeting. Each Trustee shall be elected to serve a three-year term. Members may be reelected to no more than one additional three-year term. However, if a Board member is appointed to fill an unexpired term that individual is eligible to serve out the term he or she was appointed to fill and is eligible to serve two additional three-year terms. After a break of one year, members who have served two consecutive terms may be reelected to the Board.

Section II- Vacancies
If a vacancy exists on the Board, the Board is empowered to elect a new member to complete the term of the Trustee whose resignation or removal has created such vacancy.

Section III- Removal
A Trustee may be removed from the Board by a two-thirds majority vote of the Board of Trustees, acting at a meeting for which notice of consideration of removal of a Board member has been given.

Section IV- Purpose
The Board of Trustees shall carry out the purposes of the Land Trust as set forth in the Articles of Association and these Bylaws, and the property and the affairs of the Land Trust shall be under the exclusive management and control of the Board of Trustees.

Section V- Meetings
The Board of Trustees shall hold a minimum of 8 meetings per year at such times and intervals as it shall determine from time to time.

The Chairperson of the Board shall give notice of the Board meetings to all Board members no later than 14 days prior to the meeting.

Section VI- Quorum
A majority of the members of the Board shall constitute a quorum.

Section VII- Voting
All decisions made by the Board shall be made by a majority of those present at the meeting with the following exceptions:

• All acquisitions and dispositions of land or interests in land shall be made by a majority of the Board of Trustees.
• The annual budget shall be approved by a two-thirds majority of the Board of Trustees.
• The bylaws may be amended only by a two-thirds majority of the Board of Trustees.

Section VIII- Annual Budget
The Board of Trustees shall approve, by a two-third-majority vote, no later than December 15th an annual budget for the upcoming year.

Section IX- Compensation
Elected members of the Board of Trustees shall not be compensated for their services as Trustees.

Section X- Actions Without Meetings
The Board of Trustees is empowered to take action without meeting. Any decision made without meeting shall be made by a majority of the Board of Trustees.

Section XI – Rules
Meetings of the board of directors shall be governed by Robert's Rules of Order (most recent version).

ARTICLE IV
OFFICERS AND COMMITTEES

Section I- Officers
The officers of the Land Trust shall be a Chairperson, Vice Chairperson, a Secretary, and a Treasurer who shall be elected from the Board of Trustees by the Board at its first Board meeting following the annual meeting of the Land Trust. The officers shall serve for a term of one year, or until such time as their successors are duly qualified and elected. Should a vacancy occur, the Board may elect another eligible person to serve as an officer for the unexpired portion of the term.

The duties of the officers are as follows:

The Chairperson: The Chairperson shall preside at all meetings of the organization and of the Board of Trustees. The Chairperson shall be an ex officio member of all committees except the Nominating Committee. He/she shall have the usual powers of supervision and management as may pertain to the office of the Chairperson.

The Vice Chairperson: The Vice Chairperson shall, in the event of absence or disability of the Chairperson, possess all the powers and perform all the duties of that office until such time as the Board of Trustees shall elect one of its members to fill the vacancy. The Vice Chairperson shall perform such other duties as the Chairperson and the Board may designate.

The Secretary: The Secretary shall keep minutes of all meetings of the organization. He/she shall also prepare a written annual report, which shall be presented to the Board at its annual meeting each year.

The Treasurer: The Treasurer shall present statements to the Board at their regular meetings and an annual report to the annual meetings.

Section II- Nominating Committee
The Board of Trustees shall appoint three or more of its members to serve as a Nominating Committee. The Nominating Committee shall determine, prior to the annual meeting of the membership, the number of vacancies on the Board of Trustees to be filled at the annual meeting and prepare a list of candidates to fill those vacancies. The Committee shall also prepare and propose a slate of nominees for election to all officerships of the Board of Trustees to be voted upon at the first meeting of the Board of Trustees following the annual meeting.

Section III- Executive/Finance Committee
The Board of Trustees shall appoint an Executive/Finance Committee comprised of the Board’s officers and interested at-large Board members. The Committee initiates the annual financial audit prior to oversight by the full Board. The Committee reviews issues of finance, reports, personnel, and conservation work prior to consideration by the full Board. It initiates the Executive Director’s annual performance review prior to review by the full Board.

Section IV- Special Committees
The Board of Trustees or the Chairperson may appoint special Committees of the Land Trust to carry out the Land Trust’s objectives.

Section V- Executive Director
The Board of Trustees may appoint an Executive Director of the Land Trust and his/her powers, duties, and compensation shall be fixed by the Board. Subject to the direction and control of the Board of Trustees, the Executive Director shall carry into effect the decisions and policies of the Board of Trustees, and shall have general charge and supervision of the activities of the Land Trust. The Executive Director shall be an ex officio member of the Board of Trustees and all Committees of the Land Trust.

ARTICLE V
CONTRACTS AND LOANS

Section I - Contracts
The Board of Trustees may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Land Trust, and such authority may be general or confined to specific business.

Section II – Loans
No loans shall be contracted on behalf of the Land Trust and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Trustees. Such authority may be general or confined to specific instances.

ARTICLE VI
BOOKS AND RECORDS

The Land Trust shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Trustees and committees having and exercising any of the authority of the Board of Trustees, and shall keep at the principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Land Trust may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time.

These bylaws were initially approved by action of the Board of Trustees on the sixteenth day of February, 1978, and amended and approved on May 13, 2003.