NERC Bylaws

Revised February 3, 2006

ARTICLE I. NAME
The name of the Corporation shall be the "Northeast Recycling Council, Inc." (NERC).

ARTICLE II. PURPOSE
The purposes of the Corporation shall be to conduct research and educate the public about the environmental and economic benefits of recycling and source reduction in the Northeast region, comprising the states of Connecticut, Delaware, Maine, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, Rhode Island, and Vermont. Recycling and source reduction includes re-use, re-manufacture, composting, and any other activity that decreases the amount and toxicity of material in the solid waste stream requiring disposal. The Corporation shall be operated exclusively for charitable purposes within the meaning of Section 501(c) (3) of the Internal Revenue Code.

ARTICLE III. OFFICE
The registered office of the Corporation shall be located at 139 Main St., Suite 401, Brattleboro, Vermont.

ARTICLE IV. FISCAL YEAR
The fiscal year shall commence on the first day of July of each year.

ARTICLE V. MEMBERS
There shall be two classes of membership: voting and advisory.

Section 1. Voting Membership. NERC's voting membership is comprised of state recycling, economic development, and other related state agencies representing the ten Northeastern states: Connecticut, Delaware, Maine, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, Rhode Island, and Vermont (hereafter the "ten Northeast(ern) states").

Section 2. Requirements for Voting Membership. In order to be entitled to appoint a voting member to the NERC Board of Directors, an Agency must have either paid dues or committed to pay dues to NERC for the fiscal year for which the appointment is made.

Section 3. Appointment of Voting Members. Each member Agency shall appoint an individual as its NERC representative to the Board of Directors. Appointments are for the period of October 1 - September 30, with the exception that appointments may be made for shorter periods when replacing a representative. Appointments shall be annually made by the member Agency with no limit to the number of re-appointments of an individual.

Section 4. Annual Meeting. There shall be an annual meeting of the voting members of the Corporation to be held each year during the second quarter of the fiscal year. At the annual meeting, the members shall appoint the Board of Directors. At the annual meeting, the President and Treasurer of the Corporation shall report on the activities and financial status of the Corporation and the members may take up such other business as they deem warranted. Notice of the date, time, and location of the meeting, along with matters to be taken up at the meeting, shall be sent to the members no fewer than 10 nor more than 60 days before the meeting date.

Section 5. Actions by Members. Except where a vote by members is required by the Title 11B of the Vermont Statutes, Nonprofit Corporation, (the "Act"), all actions of the Corporation that require a vote of the Corporation's governing body shall be taken by the Board of Directors.

Section 6. Advisory Membership. Any interested person, association, organization, agency, or business may join NERC as a non-voting Advisory member. Advisory members are invited to participate in Board of Directors meetings, workshops, subcommittees, working groups, and any other NERC organized event, except for participating on the Executive Committee.

Section 7. New Voting Members. By vote of the Board of Directors, additional states may join NERC as voting members, with all rights and responsibilities thereto.

ARTICLE VI. BOARD OF DIRECTORS
Section 1. Membership and Appointment. The Board of Directors shall be composed of the appointees of all voting members. Members of the Board of Directors are appointed by the member agencies as described in Article V, section 4. The Board of Directors shall be considered to have a vacancy when a member state Agency does not have an appointed member, no matter the cause of such vacancy. A representative to the Board of Directors may be appointed by vote of the members at anytime. Appointment by the members to the Board of Directors may occur between Board of Directors meetings pursuant to Article IX, section 4 (Action Without Meetings).

Section 2. Number of Directors. At no time will the Board of Directors have fewer than three members. There is no maximum number of Board of Directors members.

Section 3. Powers. The Board of Directors shall have the powers and duties of a board of directors as set forth in the Act and these bylaws. The Board shall elect the Corporation's and Board of Director's officers, and shall be entrusted with responsibility for defining the operating policies of the Corporation, and to review the annual operating budget for each fiscal year. They shall maintain such standing committees as are specified in these bylaws and may from time to time create such additional advisory policy committees as may, in their judgment, be needed. The Board of Directors may delegate any of its powers to committees, subject to such limitations as the Board of Directors itself may impose or as limited by the Act.

Section 4. Standing Committees. There shall be the following standing committee of the Board of Directors: Executive and any others the Board of Directors may wish to establish and designate as such.

Section 5. Resignation of Directors. Any Director may resign from office at any time by written notification to the President or any other officer of the Corporation.

Section 6. Vacancies. A vacancy or vacancies on the Board of Directors shall not interrupt the continuity of corporate business, and the continuing Directors shall for this purpose be deemed to constitute the full Board of Directors. Any such vacancy(ies), however occurring (including by reason of an enlargement of the Board of Directors by amendment of these bylaws) shall preferably be filled as soon as conveniently possible.

Section 7. Removal of a Director. A member Agency may remove its appointed representative and member of the Board of Directors with or without cause by providing the Director and the President of the Corporation with 10 days written notice. Upon removal, the member shall name a new representative as soon as conveniently possible. Upon receipt of the letter of appointment of the new representative by the Secretary to the Corporation, a vote of the membership shall be called to appoint that individual to the Board of Directors. Appointment by the members to the Board of Directors may occur between Board of Directors meetings pursuant to Article IX, section 4 (Action Without Meetings).

ARTICLE VII. OFFICERS
Section 1. Designation. The principal officers of the Board of Directors shall be the President, the Vice-President, the Treasurer, and the Secretary. Any persons other than the President and Secretary may hold more than one office at the same time.

Section 2. The President. The President shall be the principal officer and spokesperson of and for the Corporation, as well as of and for the Executive Committee, and shall preside at all of meetings at which (s)he is present. The President shall work closely with the Executive Director to provide coherent and productive internal and public leadership of the organization, and shall also have such other powers and responsibilities as customarily or by statute belong to the office of the President of a corporation, or as may be designated from time to time by the Board of Directors. Only voting members of the Board of Directors are eligible to hold the office of President.

Section 3. Vice President. The Vice President shall be responsible to perform those duties designated by the President, and in the absence or incapacity of the President, shall perform the duties and functions of the President. Only voting members of the Board of Directors are eligible to hold the office of Vice President.

Section 4. Treasurer. The Treasurer will be responsible for overseeing the preparation of, and present, all fiscal and financial accounts and reports of the Corporation, shall have chief responsibility for the management of all funds and financial accounts, reports, and audits, for representation of the Corporation to all outside financial institutions and the IRS, and shall have such other powers and responsibilities as customarily or by statute belong to the office of Treasurer or as may be designated from time to time by the President or the Board of Directors. Only voting members of the Board of Directors are eligible to hold the office of Treasurer.

Section 5. Secretary. The Secretary shall record all minutes of the Board of Directors' meetings and shall be responsible for authenticating records of the Corporation. The Secretary shall have such other powers and responsibilities as customarily or by statute belong to the office of Secretary, or as may be designated from time to time by the President or the Board of Directors, including signing grant applications and contracts on behalf of the Corporation. The Executive Director will serve as the Secretary to the Corporation and the Board of Directors.

Section 6. Executive Director. The Executive Director shall be the Chief Executive Officer (CEO) of and the Secretary to the Corporation and as such shall have charge of the day-to-day affairs of the Corporation subject to the policies established by, and general supervision of, the Executive Committee. The Executive Director/CEO/Secretary shall be appointed by and report to the Board of Directors. The Executive Director/CEO/Secretary shall have full responsibility for recruitment, appointment, management, and termination, of all staff. The Executive Director/ CEO/Secretary shall have charge of all planning and institutional development activities, and shall be the principal representative and spokesperson of the organization internally, to the profession, and to the public. The Executive Director/CEO/Secretary shall perform, or oversee the performance of, all staff work for the Corporation, the Board of Directors, the Executive Committee, and all officers thereof. The Executive Director/CEO/Secretary shall be pro-active in identifying issues, opportunities, and challenges for the organization and Corporation, and in developing for Board of Directors consideration policies addressing or responsive to those matters.

Section 7. Election. All officers, with the exception of the Secretary, will be annually elected by a majority vote of the Board of Directors for a term of one year. Elections will take place each year during the fourth quarter of the Corporation's fiscal year, with the term of office running coincident with the fiscal year. Election of officers may occur between Board of Directors meetings pursuant to Article IX, section 4 (Action Without Meetings).

Section 8. Vacancies. If the President vacates his/her seat, the Vice President becomes the President and a new Vice President will be elected by the NERC membership. Other vacancies shall be filled by vote of the Board of Directors as needed. Election of officers may be held by mail, email, fax, or phone.

ARTICLE VIII. COMMITTEES
Section 1. Designation. Committees of the Board of Directors and of the Corporation shall consist of no less than three (3) individuals, at least one of who shall be a member of the Board of Directors. The President of the Corporation shall appoint the Chairs of committees and their membership. The Corporate President and Executive Director shall be ex officio members of all Committees, though their participation is left to their own discretion.

Section 2. Ad Hoc Committees. Ad Hoc Committees may be appointed by the President as needed, and shall serve at the pleasure of the Chair.

Section 3. Executive Committee. There shall be an Executive Committee. The Executive Committee will be comprised of the President, Vice-President, Treasurer, and Executive Director.

Section 4. Responsibilities of the Executive Committee. The Executive Committee shall have general administrative oversight for the management of NERC and may act in lieu of the full Board of Directors between meetings. The Executive Committee shall have responsibility for all decisions and projects assigned to it by the NERC Board of Directors. The Executive Committee may constitute subcommittees or working groups, as it deems appropriate. Voting and Advisory members, non-members, and NERC staff may participate in subcommittees and work groups.

ARTICLE IX. VOTING
Section 1. When votes will be taken. Votes by the Board of Directors will be taken for policies and other issues at the discretion of the President or upon request by an authorized voting member.

Section 2. Number of votes. The Directors from each state of the 10 Northeastern states shall be entitled to one vote, so that in any given vote by the full Board of Directors, no more than 10 votes can be cast.

Section 3. Quorum requirements. All votes of the Board of Directors shall require a minimum of 70% of states voting in order for a vote to be valid.

Section 3. Determining votes. It is the responsibility of the Directors from each individual state to decide how their vote will be determined among the members of the Board of Directors from that state. Further, it will be the responsibility of the members of the Board of Directors from each state to designate a single individual to cast votes.

Section 4. Action without meetings. At the discretion of the Executive Committee votes may be conducted between meetings of the Board of Directors via telephone, fax, electronic mail or other communication media. Notice of the vote shall be provided to all Board of Directors members at least seven (7) days in advance in writing (email shall be considered to be a sufficient writing) of the vote. Such notice shall include the voting deadline and the substance of the matter to be voted upon. Each action must be evidenced by written consents (email shall be considered to be a sufficient writing) describing the action taken, and included in the minutes filed with the corporate records reflecting the action taken.

ARTICLE X. DUES
Section 1. Who pays dues. Each of the ten Northeast states shall annually pay dues in accordance with the terms and conditions of the dues structure. These dues shall be paid by the member Agency(ies) from each state.

Section 2. The dues structure. The dues structure shall be established every two years, in years ending in odd numbers. The Executive Committee shall propose a dues structure for state members. This proposal shall be voted upon by the Board of Directors at the Annual Meeting. The Board of Directors may accept, reject, or modify the proposed dues structure. Upon final approval, the dues structure shall be effective for the following two fiscal years.

Section 3. Advisory dues. The Executive Committee shall set advisory member dues at its discretion.

ARTICLE XI. MEETINGS
Section 1. Time and Place. Meetings of the Board of Directors shall be held at least twice a year, at such place within or outside Vermont as may be named in the notice of such meeting.

Section 2. Meetings and Notice. The time and location of all Board of Directors meetings will be at the discretion of the President. Notice of any meeting shall be at least thirty days prior to the meeting and will be made by email, fax, mail, or telephone. The notice will state the place, day and hour for the meeting and the purpose thereof. The President or any two members may call a special meeting of the Board upon at least two business days notice. Such meetings may be conducted by telephone or internet at the discretion of the Executive Committee.

Section 3. Quorum. A quorum of the Board of Directors shall consist of members of the Board from at least seven of the states present at a meeting.

Section 4. Telephone or Internet Conference Meetings. At the discretion of the Executive Committee a special telephone or internet conference meeting may be called between regular meetings. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a physical meeting in one place. Meetings of the Board of Directors by electronic means may occur only when each participant can hear the others at the same time and by the same means or, if conducted over the Internet, all have such participating parties comments appear on the display terminal.

Section 5. Executive Session. Meetings of the Board of Directors are generally open to the public. However, the Board shall have the right to go into Executive Session at its discretion and to prohibit attendance by anyone other than the members of the Board and at the Board's discretion, such as Corporation staff, and others as the Board may authorize.

ARTICLE XII. AMENDMENTS TO BYLAWS
These bylaws may be altered, amended or repealed in whole or in part by the affirmative vote of the Directors from seven states. Voting by voting members on bylaw amendments shall take place if and as required by the Act. This vote may be done outside of a business meeting, by phone, fax or email, providing that notice of the nature of the proposed amendments has been mailed (an email mailing is sufficient) to all Board of Directors members (and voting members, if applicable) at least ten business days before the vote and the action of the Board otherwise meets the requirement of the Act with respect to actions without meetings.

ARTICLE XIII. INDEMNIFICATION
To the extent permitted by the Act, the Corporation may authorize the indemnification of any past, current and future Directors, officers, agents, and employees of the Corporation for actions taken in their official capacity on behalf of the Corporation.