[MLTC] BYLAWS

BYLAWS OF

MASSACHUSETTS LAND TRUST COALITION

1/3/2003

SECTION 1: NAME AND PURPOSE

Section 1.1 Name: The name of the Coalition shall be the Massachusetts Land Trust Coalition.

Section 1.2 Mission: The Mission of MLTC is to increase the individual and collective effectiveness of Massachusetts land trusts and conservation organizations.

Section 1.3 Purposes: The Coalition's purposes are to:

A. Provide opportunities for communication among members and other land conservation organizations.

B. Promote public understanding and public policies that support private and public land conservation efforts.

C. Create opportunities for members to engage in face-to-face interaction with legislative and regulatory bodies on land conservation issues.

D. Increase access to training, education, technical assistance and other resources.

E. Encourage members to adopt in principle LTA Standards and Practices.

F. Act as a resource for the larger land protection community in the Commonwealth.

Section 1.4 Offices: The main office of the Coalition shall be located at 2 Clock Tower Place, Maynard, MA 01754.

SECTION 2: MEMBERSHIP

Section 2.1 Membership: Membership shall be open to those non-profit, charitable organizations chartered to hold and/or convey land and/or interests in land in Massachusetts.

Section 2.2:

A. Member organizations shall agree to support the Land Trust Alliance Statement of Standards and Practices as a general guide to high ethical and professional standards in the conservation field.

B. Each member organization shall designate an individual to represent the organization on the Coalition.

C. Any member organization may resign from the Coalition upon written notice to the Steering Committee.

Section 2.3 Classes/Categories of Membership: The Coalition shall have the following classes/categories of members which may be amended at the discretion of the General Membership from time to time and which shall be categorized as follows: Land Trust Member, Land Trust Associate Member, and Friend of the Massachusetts Land Trust Coalition. The Steering committee shall determine from time to time the services assigned to each class of member.

Section 2.4 Land Trust Member: Full voting Membership and access to the full range of Coalition resources and services.

Section 2.5 Land Trust Associate Member: Non-voting Membership and access to the basic level of Coalition resources.

Section 2.6 Friend of the Massachusetts Land Trust Coalition: "Friends" status will be offered to organizations, public entities, individuals and businesses that do not meet the requirements for membership but who wish to support and participate in the work of the Coalition. "Friends" will be entitled to the same basic level of services as non-voting Members. The Steering Committee shall authorize any solicitation of Friends of the Massachusetts Land Trust Coalition or any other fundraising entities.

Section 2.7 Membership Dues: The General Membership may determine membership dues for the various classifications of membership from year to year at its discretion. Membership dues for any classification may be satisfied with in-kind contributions, donations or other such contributions upon approval of the Steering Committee.

SECTION 3: STEERING COMMITTEE

Section 3.1 The business and affairs of the Coalition shall be conducted under the direction of its Steering Committee.

Section 3.2 Steering Committee membership. The Steering Committee will be comprised of up to 32 members. There will be 26 Charter Members and up to 6 members elected at large by the Voting Members at the Annual Meeting. The Charter Members will be the members of the Steering Committee as of January 2003. At-large members will be elected by the general membership for a one-year term. There is no limit to the number of terms, consecutive or otherwise, to which an At-Large member organization may be elected. All Steering Committee Members are required to maintain Voting Member status.

The 26 Charter Members are as follows:

American Farmland Trust
Berkshire Natural Resources Council
Compact of Cape Cod Conservation Trusts
Concord Land Conservation Trust
Essex County Greenbelt Association
Greater Worcester Land Trust
Land Preservation Society of Norton
Lincoln Land Conservation Trust
Massachusetts Audubon Society
Metacomet Land Trust
Mt. Grace Land Conservation Trust
Nantucket Conservation Foundation
Nantucket Land Council
Natural Resources Trust Mansfield
Opacum Land Trust
Orenda Wildlife Land Trust
Sheffield Land Trust
Sheriff's Meadow Foundation
Sudbury Valley Trustees
The Nature Conservancy
The Trustees of Reservations
The Trust for Public Land
Valley Land Fund
White Oak Land Conservation Society
Wildlands Trust of Southeastern MA
Williamstown Rural Lands Foundation

Section 3.3 Replacement of Charter Members. Replacement Charter Members may be named to the Steering Committee by majority vote of the Steering Committee or of the general membership of the Coalition at its Annual Meeting, provided that the total membership of the Steering Committee at any one time does not exceed twenty-six (26), of which at least five (5) seats shall be allocated to representatives of volunteer (non-staffed) land trusts. The replacement of Charter Members is called for in the case of a vacancy due to resignation, failure to maintain Voting Member status, or non-participation by a Charter Member.

Section 3.4 Resignation or Removal of Steering Committee Members. Any organization may resign from the Steering Committee by giving written notice. Steering Committee Members who have lost Voting Member status or are non-participating may be officially removed by a majority vote of the Steering Committee.

Section 3.5 Dues and membership classes. The General Membership may establish dues and additional qualifications for membership in the Coalition at a duly called meeting of the members and may establish classes of membership and dues.

Section 3.6 Voluntary Dissolution. The Coalition may be dissolved by a two-thirds vote of the members at a duly called meeting of the membership. The Steering Committee is thereby charged with the resolution of any outstanding affairs of the Coalition, including the distribution of any remaining assets to conservation organizations pursuing purposes most in keeping with the Coalition.

Section 3.7 Meetings of the Steering Committee Meetings of the Steering Committee shall be held approximately three times a year and shall be called by the Chair or upon request given to the Chair by three or more members of the Steering Committee. The Chair shall give Steering Committee members reasonable notice of each meeting by telephone or mail. Whenever possible, advance notice of meetings shall be given to the full membership of the Coalition as well as to the Steering Committee.

Section 3.8 Quorum and voting. At any meeting of the Steering Committee, a quorum shall consist of one-half of the current members of the Steering Committee. A majority vote of those members of the Steering Committee actually present at a meeting at which there is a quorum will prevail on all matters. By unanimous agreement of those members of the Steering Committee present, voting by proxy may be permitted.

Section 3.9 Action without a meeting. Any action of the Steering Committee may be taken without a formal meeting provided that all members of the Steering Committee are consulted prior to the action and three-quarters of all members consent.

Section 3.10 Attendance. Attendance by any member at meetings of the Steering Committee is welcome, with the understanding that only Steering Committee members shall have a vote.

Section 3.11 Administrative designations. The Steering Committee may designate and contract with a member organization to carry out any of the functions of the Coalition or any of its officers. In addition, the Steering Committee may hire one or more employees or contract with consultants to provide adminisitrative services for the Coalition. The title of the primary employee shall be Coordinator, with other titles and positions as deemed appropriate. The Coordinator shall supervise any other employees or consultants. The Chair shall supervise the Coordinator.

Section 3.12 Designees. Any member of the Steering Committee may send a designee to participate and vote at any meeting of the Steering Committee.

SECTION 4: OFFICERS AND COMMITTEES

Section 4.1. Officers. The Officers of the Coalition shall be a Chair, a Vice-Chair, a Secretary, and a Treasurer. All officers shall represent voting Steering Committee members of the Coalition. An individual may hold more than one office concurrently, with the exception of the offices of Chair and Vice-Chair, which shall be held by different persons. The Steering Committee may from time to time appoint other officers that it considers appropriate. No current Officer may function as a paid staff member of the Coalition.

Section 4.2. Election of Officers. A slate of officers shall be nominated by the Nominating Committee and Officers shall be elected at the Annual Meeting for terms of one year. Additional nominations may be made from the floor.

Section 4.3. Committees. There will be two Standing Committees: Oversight and Nominating. The Steering Committee may create, at its discretion, such other ad-hoc Committees and Task Forces as it may deem useful.

A. The Nominating Committee. The Nominating Committee is charged with proposing a slate of At-large Members for the Steering Committee and a slate of Officers for election by the voting membership at the Annual Meeting. The Nominating Committee is further charged with ensuring the development of new leadership for the Coalition. It will be composed of three (3) Members. One (1) member shall be a representative of an At-Large Steering Committee members and no more than one (1) current Officer shall serve on the Nominating Committee. Nominating Committee members do not need to be Steering Committee members.

B. The Oversight Committee. The Oversight Committee will be charged with such duties as are delegated to it by the Steering Committee. It will make recommendations to the Steering Committee on personnel matters such as the hiring, evaluation and compensation of the Coordinator. The Oversight Committee will be comprised of the Officers plus one (1) at-large member elected by the Steering Committee and chosen to attain balanced representation in terms of geographic distribution, organizational size and structure, and community character.

Section 4.4 Liaison with Land Trust Alliance. The Chair, or in his or her absence the Vice-Chair, shall serve as regional liaison with the staff of the Land Trust Alliance. In this capacity, he or she shall solicit the views of Steering Committee members on any major policy matters upon which its advice is requested by LTA.

SECTION 5: FUNDING

The Coalition shall be funded by its member organizations and to this end shall be authorized to assess and collect dues from its members for the purposes of funding its direct expenses. The Steering Committee may initiate fund-raising activities and authorizes the budget.

SECTION 6: FORMULATING POSITIONS ON LEGISLATIVE AND PUBLIC POLICY MATTERS AFFECTING LAND TRUSTS

Section 6.1 Policy Statement. One of the purposes of the Coalition is to monitor, educate its members about, and establish positions on public policy directly affecting the ability of land trusts to carry out their mission -- to acquire, manage, and otherwise protect important open space and natural areas throughout Massachusetts. To this end, the Coalition intends to take and communicate public positions on legislative and public policy matters.

Section 6.2 Disclaimer. Coalition membership does not imply agreement with any particular position statement adopted by the Coalition. All written or oral testimony or position statements offered by the Coalition will either contain a statement of extent of support by Coalition members or a disclaimer to the effect that the views expressed do not necessarily represent every member of the Coalition.

Section 6.3 Adoption of positions. Legislative and public policy positions shall be adopted by the Steering Committee and shall be communicated to coalition membership that fall within the Coalition Legislative Agenda described below. Positions that fall outside the Coalition Legislative Agenda may be adopted by a unanimous agreement of the Steering Committee.

Section 6.4 Participation by general members. General members shall be encouraged to bring matters to the attention of the Steering Committee, to discuss legislative and public policy matters with members of the Steering Committee, and to make known their own positions.

Section 6.5 No endorsement of political candidates. The Coalition shall not endorse political candidates.

Section 6.6 Local matters. As a general rule, the Coalition shall not take positions on purely local matters, unless so requested by a member organization and unless the Steering Committee determines that there is a precedent-setting aspect relevant to a wider jurisdiction.

Section 6.7 Identification. Coalition representatives offering testimony or public commentary on a particular matter may identify themselves as representatives of the Coalition, if so authorized, rather than as officials of their members organization. They may identify themselves both as representatives of the Coalition and of their member organization, if so authorized by their member organizations.

Section 6.8 Coalition Legislative Agenda At the Annual Meeting, the Chair or Coordinator will present suggested legislative priorities for the Coalition to adopt for the year. Items shall be voted on and ranked individually. A vote of "yes" from two-thirds of the Voting Members present shall be required to approve each item.

Section 6.9 Determining Positions on Land Protection and Environmental Advocacy

When, in the opinion of the Chair or Coordinator, other important issues require action by the Coalition, the Chair will circulate information about an issue to the designated representative of the Steering Committee members and designate a date by which a response is needed. There shall be at least 10 days between the notice and the final response date. As time is often of the essence, the Chair or Coordinator is authorized to poll the Steering Committee by email or telephone. Coalition action on the issue will be approved if at least half of the Steering Committee Members vote "yes," provided that no more than three (3) Steering Committee Members object or formally abstain from the vote. All votes shall be reported to the general membership.

SECTION 7: ANNUAL AND SPECIAL MEETINGS

Section 7.1 Annual Meeting: The date, time and place of the Annual Meeting shall be set by the Steering Committee which shall normally be held between January 1 and March 31.

Section 7.2 Special Meetings: Special Meetings may be called by the Chair or Coordinator with the approval of the Steering Committee.

Section 7.3 Notice: Notice of all meetings shall be given to each voting member by mail, not less than 10 days before the meeting.

SECTION 8: UNAUTHORIZED ACTIVITIES

The Coalition shall not be authorized to issue any stock, to accept or hold any real estate, or to incur any debt exceeding $1,000.

SECTION 9: FISCAL YEAR

The Fiscal year of the Coalition shall end June 30 in each year or such other date as the Steering Committee may determine.

SECTION 10: ANNUAL WORKSHOP

Each year the Coalition shall sponsor an annual workshop designed to inform and educate its members and members of the public about important land conservation developments.

SECTION 11: AMENDMENT

These Bylaws may be amended by a two-thirds majority vote of the membership at any meeting at which a quorum is present, providing that notice of the nature of the proposed amendment has been communicated to all members at least seven days in advance of the meeting.

SECTION 12: CONFORMITY TO LAW

At no time shall the Coalition perform advocacy in a manner which violates the tax status of the organization.

Proposed January 2003