Bylaws & Policies

ARTICLE I – NAME AND PURPOSE

Section 1 – Name.  The name of this organization is the U.S. Green Building Council, New York Chapter ("Chapter").

Section 2 – Purpose.  The purpose of the Chapter shall be to:

• Raise awareness of green building principles and practices among the design, construction and real estate communities, government entities and the general public,
• Provide regularly scheduled opportunities for members to exchange green building ideas and information,
• Partner with other local building-related and environmental organizations for similar purposes,
• Promote the adoption of green, high performance and sustainable building approaches in the community, and
• Promote membership in the national U.S. Green Building Council ("USGBC")

ARTICLE II – PROPERTY

No part of the Chapter's assets or property shall inure to the benefit of any Officer, Director or member of the Chapter.

ARTICLE III – MEMBERSHIP QUALIFICATIONS

Section 1 – Voting Members.  Any employee or member of a company or organization that is a member in good standing of USGBC is qualified to be a Voting Member of this Chapter.

Section 2 – Associate Members.  Any individual who is not an employee or member of a company or organization that is a member in good standing of USGBC, may be an Associate Member of this Chapter, but shall not be entitled to vote at Chapter meetings.

Section 3 – Representation.  Each Voting Member shall be entitled to one vote on each matter submitted to a vote of the Chapter.

Section 4 – Termination.  Resignation or termination of membership shall not relieve a member of responsibility for any financial obligations, including dues and other amounts due, accrued up to the effective date of membership termination.  Membership in the Chapter may be terminated when:

1. A member resigns by giving notice to the Chapter.  In the event of resignation, dues already paid for the current year shall not be refunded.
2. Dues or other financial obligations to the Chapter have not been paid 90 days from the date of the invoice or expiration date, whichever is later.
3. A member engages in conduct that the Board of Directors determines is prejudicial to the welfare, interest or character of the Chapter, including willful violation of these Bylaws, as determined by the Board of Directors following a hearing and at which the member is afforded an opportunity to heard.

ARTICLE IV – DUES AND OTHER FEES

The Board of Directors may set fees in such amounts as it shall deem necessary, including, and without limitation, annual dues.  Such dues shall be in addition to those dues paid to the USGBC.

ARTICLE V – BOARD OF DIRECTORS

Section 1 – Responsibilities.  The governing body of the Chapter shall be a Board of Directors ("Board"), which shall be responsible for establishing Chapter policies, setting Chapter priorities, electing the Chapter Officers and providing general oversight of the operation of the Chapter.  The Board may appoint and employ staff, including an Executive Director, whose terms and conditions of employment shall be specified by the Board.

Section 2 – Composition of the Board.  The Board shall consist of nineteen Members elected from among the various categories of USGBC membership. The Directors shall be elected on a staggered basis of not less than five Directors each year. One Director shall be elected as a representative of emerging green builders (“EGB Director”). The immediate past Chairperson shall serve as a non-voting ex officio Director in the event he or she is no longer a Director in the year following service. Any Member in good standing is eligible to serve on the Board. Other than for good cause as determined by the Board, no more than one employee or member of any one USGBC member company or organization may serve as a Director in any year.

Section 3 – Directorship Categories. To the extent practicable, Directors shall be representative of the following USGBC membership categories: 

• Building Product Manufacturers  (including Building Controls Manufacturers/Building Operations, Maintenance);
• Contractors and Builders;
• Corporate and Retail;
• Educational and Research Institutions (both public and private including K-12, colleges and universities);
• Environmental and Nonprofit Organizations;
• Federal Government;
• Finance and Insurance Community (institutions, appraisers, accountants)
• Professional Firms (including, but not limited to architectural, engineering, consultants, legal, design and technical);
• Professional Societies and Trade Associations;
• Real Estate and Real Estate Service Providers (including building owners, developers, property managers);
• State and Local Governments; and
• Utilities, ESCOs and Energy Service Providers.

Section 4 – Terms.  Directors shall hold office for terms of three years; provided, however, that the EGB Director shall hold office for a term of 2 years. Any person elected to fill a seat that was vacated by a Director in the first or second year of that Director’s term shall serve the remainder of such term. If there is more than one such seat to fill in any election, and the remainder of the terms of the seats vary, the person with the greatest number of votes shall be assigned the seat with the longest remaining term and additional seats shall be assigned accordingly.  For the purposes of determining Director term limits, time spent filling a Board vacancy shall not be considered a term.  Directors may serve no more than two consecutive terms but after one year absence from the Board may seek reelection to the Board.

Section 5 – Board Nominations.  A Nominating Committee, chaired by the Chairperson or his/her designee, shall formulate a list of qualified individuals to stand for election to the Board.  To the extent practicable, the Nominating Committee shall nominate candidates that will increase Board representation of membership categories.  Any Voting Member who collects the signatures (original, facsimile or other electronic means) of at least ten percent (10%) of the Chapter members may run as a write-in candidate.  The Nominating Committee shall announce the slate to the Voting Members no less than 30 days before Board elections.

Section 6 – Election of Directors.  Two Directors shall be elected by the Board, consistent with the purpose of the Nominating Committee, and the remaining Directors shall be elected by the Voting Members. Elections by the Voting Members shall occur at annual Board elections, which shall be held within three months prior to the end of any year in which the term of a Director shall expire. Elections by the Board shall occur at the first Board meeting following the seating of the Directors elected by the Voting Members. In electing Directors, the Board shall strive to increase Board representation.

Section 7 – Compensation.  Directors shall not receive compensation for their services but may be reimbursed for actual and reasonable expenses related to Board activities at the discretion of the Board.

Section 8 – Committees.  The Board may establish committees as necessary to carry out the business of the organization as established by the Board.

Section 9 – Retention.  A Director shall remain on the Board in the event that he/she changes employers, provided that, within 30 days of the start of the new employment, the new employer is a member of USGBC.

Section 10 – Vacancies.  Should a Board vacancy occur for any reason between elections, the Nominating Committee may nominate a replacement for election by the Board.  Any Voting Member elected by the Board to fill a vacancy may serve until the next Board elections.

Section 11 – Removal From Office. A Director shall be removed from the Board if the person ceases, for 30 consecutive days, to be an employee or member of a company or organization that is a member in good standing of USGBC.  The Board may also remove any Director for good cause by a two-thirds vote.  Causes for such action shall include, but not be limited to, failure to abide by the Chapter's Bylaws, behavior contrary to the Conflict of Interest Policy as developed by the Board, repeated and inexcusable absences from meetings of the Board or conviction of a felony. /P>

ARTICLE VI – OFFICERS

Section 1 – Officers.  The Officers of the Board shall be a Chairperson, Chairperson-Elect, Secretary and Treasurer.

Section 2 – Eligibility.  Officers shall be Voting Members and no person may hold more than one office at the same time or may serve more than two consecutive years in any office.

Section 3 – Terms.  Each Officer shall serve a one-year term and may be elected for a second consecutive one-year term.

Section 4 – Duties. The duties of the Officers are as follows:

1. The Chairperson shall preside at all meetings of the Board and Chapter members and shall manage communications between the Board and the Executive Director or senior staff person.  The Chairperson shall serve as the official representative of the Chapter, unless the Board delegates this responsibility to the Executive Director.
2. The Chairperson-Elect shall exercise the responsibilities of the Chairperson in the event of the Chairperson's absence or disability. Additional responsibilities may be determined and assigned by the Chairperson.  The Chairperson-Elect shall be the Board's intended successor to the Chairperson, but shall only succeed the Chairperson upon election in the subsequent year's Officer elections.
3. The Treasurer shall assure that the Chapter's funds are kept safe and that full and accurate accounts of receipts and disbursements are prepared.  The Treasurer shall serve as the main signatory on all Chapter banking accounts; the other Officers shall serve as alternative signatories.
4. The Secretary shall take and disseminate minutes of Board and Executive Committee meetings, maintain copies of Board policies and develop meeting agendas in consultation with the Chairperson.

Section 5 – Vacancies.  Should any office become vacant, the Nominating Committee shall nominate a replacement for election by the Board.

ARTICLE VII - COMMITTEES

Section 1 – Executive Committee.  The Board may establish an Executive Committee of the Board, which shall have as members the Chairperson, the Chairperson-Elect, the Secretary and the Treasurer.  The role of the Executive Committee shall be to manage the Board's day-to-day interaction with Chapter staff in a manner consistent with the policies or procedures established by the Board.  The Executive Committee shall not establish or change any such policies or procedures.  The Secretary shall prepare and distribute comprehensive meeting minutes to the Directors within two weeks of the meeting date. Once approved by the Board, such minutes shall be posted on the Chapter's web site except for any section of such minutes that is deemed sensitive.

Section 2 – Other Committees. The Executive Committee or the Board shall establish other committees, including those to develop programs, as it deems appropriate, and shall establish the powers and duties of each.  At least one Director shall serve on each such committee.

Section 3 – Chairpersons.  Committees shall be chaired by one or more Voting Members who shall be appointed by and serve at the discretion of the Board.  If the chairperson of any committee is not a Director, any Director serving on such committee shall be responsible for reporting the actions of the committee to the Board and for ensuring the work of the committee is consistent with Board policies and objectives.

Section 4 – Meetings and Action of Committees.  Meetings and action of committees shall be governed by, noticed, held and taken in accordance with rules adopted by the Board.

Section 5 – Reporting.  At least one week prior to each Board meeting, the chairperson(s) of each committee shall submit to the Secretary a summary of the committee's activities since the last Board meeting.

ARTICLE VIII – BOARD MEETINGS

Section 1 – Meeting Agendas.  Prior to each Board meeting, the Secretary shall distribute a proposed meeting agenda as prepared by the Chairperson. The agenda shall be as specific as possible and identify any motions that are anticipated to be considered by the Board.

Section 2 – General Provisions. The Board shall hold meetings at least once quarterly. Any particulars concerning meetings, including but not limited to notice, time and location, shall be determined by the Board, to the extent that such particulars are not determined by these Bylaws. Robert's Rules of Order Newly Revised shall govern, except when otherwise provided in these Bylaws. Any Director may participate in a meeting of the Board by teleconference or web conference.  Special meetings of the Board may be called by the Chairperson or a majority of the Directors, and shall be held at such time and place as the person or persons calling the meeting shall designate.  Notice of special meetings shall be given at least forty-eight (48) hours prior to the meeting and may be given either personally, by mail, courier, facsimile, telephone, email, or any other form of wire or wireless communication. The Board may allow attendance by invited guests.

Section 3 – Voting.  Each Director shall be entitled to one vote. Voting on all matters, including election of Officers or amendments to these Bylaws, may be conducted without meeting by United States mail or electronic mail.

Section 4 – Quorum.  A majority of voting Directors present in person, teleconference or web conference shall constitute a quorum for the transaction of business.  The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board.  The Directors present at a duly organized meeting may continue to do business until either adjournment or the presence of an insufficient number of Directors to constitute a quorum.

Section 5 – Minutes.  The Secretary shall prepare and distribute comprehensive meeting minutes to the Directors within two weeks of the meeting date. Once approved by the Board, such minutes shall be posted on the Chapter's web site except for any section of such minutes that is deemed sensitive.

ARTICLE IX – CHAPTER MEETINGS

Section 1 – General Provisions.  The Chapter shall hold an annual members meeting at the place and on the date decided upon by the Board. Special member meetings may also be called by the Board for other purposes.  The Board shall provide Voting Members a minimum of seven business days notice prior to all annual and special meetings.  The meeting notice must include a detailed description of the business to be discussed.

Section 2 – Voting.  Ten percent (10%) of Voting Members present in person, teleconference, web conference or proxy, shall constitute a quorum for the transaction of business in a member meeting.  A majority vote of the Voting Members present at a meeting shall be necessary for the adoption of any matter.  Voting by mail, facsimile or electronic means is permitted in appropriate circumstances as determined by the Board.

Section 3 – Member-Initiated Meetings and Motions.  Any Voting Member who collects the written or electronic signatures of at least ten percent (10%) of the Voting Members may call a special member meeting with at least thirty days notice.  Any Voting Member who collects the written or electronic signatures of at least ten (10%) of the Voting Members may put forward any motion for a vote at any member meeting.  Any relevant procedural provisions of this article shall apply to member-initiated meetings and motions.

ARTICLE X – NOMINATIONS AND ELECTIONS OF OFFICERS

Section 1 – Nomination & Election. The Board shall vote for and elect the Officers for the coming fiscal year. Not less than 15 days prior to the Board's election, Directors shall receive a proposed slate of Officers from the Nominating Committee for the election of Officers. Any Director may nominate an additional person, provided that, if elected, the person so nominated agrees to serve as an Officer. The Board shall have five (5) days to vote and accept the slate of Officers. 

Section 2 – Voting.  Election of Officers shall be by voice vote if only one slate of Officers is proposed or by written ballot if there are two or more nominees for one or more Officer positions. 

Section 3 – Assumption of Duties. The newly elected slate of Officers will assume their duties and responsibilities at the first meeting of the newly elected Board.

ARTICLE XI – CONSENT-BASED DECISION-MAKING

Notwithstanding any other provision of these Bylaws regarding decision-making by the Board, the Board may decide by a two-thirds vote to use consent-based decision-making, rather than majority voting, to decide upon any matter.

ARTICLE XII – INDEMNIFICATION

The Chapter shall indemnify any person who may be designated from time to time to perform official duties on behalf of the Chapter.  Such persons shall be indemnified by the Chapter against all expenses and liabilities, including legal fees, reasonably incurred or imposed upon them in connection with any proceeding to which they may be made a party, or in which they may become involved, by reason of being or having been an Director, employee, or person acting on behalf of the Chapter, except in such cases wherein the Director, employee or person is adjudged guilty of willful misfeasance or malfeasance in the performance of duties.  The indemnification provided by this section shall not be deemed exclusive of any other rights to which a person seeking such indemnification may be entitled.

ARTICLE XIII – DISSOLUTION

The Chapter status may be revoked upon the request of the Board with the approval of the Board of Directors of the USGBC.  Upon the dissolution or liquidation of the Chapter, all of its assets remaining after payment of all liabilities shall be distributed by a vote of the Board to any non-profit corporation or association, whose objectives are similar to the Chapter's mission.

ARTICLE XIV – AMENDMENTS

These Bylaws may be amended by two-thirds vote of the Board. These Bylaws may also be amended by an affirmative vote of a majority of Voting Members, in person or by proxy, at any meeting of the members or by electronic ballot, provided that notice of the substance of any proposed amendment shall be sent to each Voting Member at least thirty working days prior to prior to the date of the meeting or prior to the day the electronic ballot is sent. Ten percent (10%) of Voting Members present in person, proxy or electronic ballot shall constitute a quorum for any such meeting.

As amended by the Board of Directors on January 14, 2010