PREFACE
The Environmental Consortium of Hudson Valley Colleges & Universities (hereinafter referred to as “the Consortium”) was established to facilitate the sharing of physical, technological and pedagogical resources in service to the Hudson River region.
These Bylaws for the conduct of the Consortium’s affairs, as adopted and administered
by the Steering Committee, may be amended as needed pursuant to Article X of this document.
ARTICLE I: MISSION STATEMENT & GUIDING PRINCIPLE
The Mission of the Consortium is, “To help shape the future of the regional and global environment through collaboration, education and research.”
The Environmental Consortium of Hudson Valley Colleges & Universities recognizes that to fully understand and appreciate the natural world and its relationship to civilization, many areas of knowledge must be contemplated. In accordance with this fundamental canon, the Steering Committee has adopted interdisciplinary study as the Consortium’s guiding principle and priority.
ARTICLE II: PRINCIPAL OFFICE
The principal office of the Consortium shall be located at the offices of Pace Academy for the Environment at Pace Law School, having an address at 78 North Broadway, White Plains, New York 10603, Phone: 914-422-4077, Fax: 914-422-4075.
The Principal office shall be staffed by a Director and at least one Staff Associate.
As a Supporting Institute, The Beacon Institute for Rivers and Estuaries shall also serve from time-to-time as a coordinating office for Consortium matters.
ARTICLE III: STEERING COMMITTEE
3.1 Authority and Number. The business and affairs of the Consortium shall be under the care and management of a self-perpetuating Steering Committee and an appointed Director. The Steering Committee, which shall be comprised of not less than fifteen (15) members, may authorize and direct the Consortium to exercise all such powers and do all such things as may be lawfully exercised or done by the Consortium, subject to the provisions of these Bylaws. The number of Steering Committee members shall be the number fixed by resolution of the Committee members, or, in the absence thereof, shall be the number of Committee members then in office.
3.2. Steering Committee Composition. A self-selecting Steering Committee is hereby established within the Consortium. It shall consist of the Director, twenty-one (21) voting individuals drawn from the Individual Membership and one (1) Ex Officio, non-voting member. The Steering Committee shall be in the following configuration:
I. One (1) Director, selected per criteria stated in Article V.
II. One (1) Chair and one (1) Vice-Chair, hailing from two distinct institutions, elected by the Steering Committee from among its members, on staggered 3-year terms.
III. Nineteen (19) Members (includes Chair and Vice-Chair) on (3) three-year terms, six (6) retiring each year. Ordinarily, three (3) at-large and three (3) Steering Committee chosen members will be elected/selected each year. One such member shall hail from a not-for-profit institution.
IV. One (1) Ex Officio Member, filled by the Executive Director of the Beacon Institute for Rivers and Estuaries, as long as the individual holds the position. The Ex Officio Member shall be a non-voting member.
V. Two (2) Student Members, of different institutions, who shall serve as voting members.
The Steering Committee shall have the following characteristics:
I. Individual members of the Committee must hail from an Institutional Member.
II. Committee shall consist of members of different and diverse academic disciplines.
III. Ordinarily, only one representative per member institution shall serve as a Steering Committee Member at a time.
3.3 Steering Committee Roles and Responsibilities. Steering Committee members shall participate in the management of the Consortium by:
I. Supporting the Consortium’s mission and programs
II. Establishing goals, setting objectives, and creating policies
III. Identifying programs, issues, and opportunities in the Hudson River Watershed that are appropriate for the Consortium to address
IV. Reviewing and evaluating Consortium program effectiveness
V. Providing leadership in attracting new members
VI. Supporting fund-raising activities
VII. Attending and participating in Steering Committee meetings
VIII. Adhering to the Consortium’s Bylaws
IX. Reviewing the Director’s performance as necessary
X. Holding elections annually
XI. Assuming fiscal responsibilities in budget management
3.4 Meetings. The Steering Committee shall hold four (4) meetings per academic year. Steering Committee members shall attend at least two (2) of the (4) meetings. Regular meetings will ordinarily take place once in each month of: February, April, September, and November. Meetings of the Steering Committee will be called by the Director and/or the Steering Committee Chair. Ordinarily, meetings will be chaired by the Director.
3.5 Quorum. Eleven (11) members of the Steering Committee constitute a quorum. Decisions of the Steering Committee are by simple majority of the Committee members present after having established a quorum at the initiation of any meeting. In the event of a tie, the Consortium Director may cast the deciding vote. If a quorum is not attained during a meeting, a meeting vote will be taken and added to electronic voting results from absentee Committee members. The Committee may establish procedures: (a) for meeting, using such electronic telecommunication methods it deems appropriate, and (b) for the absentee ballots it deems appropriate.
If a Steering Committee Member is unable to attend a meeting, he/she may identify an alternate representative who may act in behalf of the Committee Member; however, the substitute will not have voting privileges.
The Steering Committee with the director shall have final authority on all matters concerning Consortium activities.
The Steering Committee may amend these by-laws as specified in Article X.
3.6 Elections and Terms of Office. The membership of the Steering Committee shall, ordinarily, consist of three (3) members elected at large, sixteen (16) members and two (2) student members recommended by the Criteria and Nominations Subcommittee. The Chair and Vice Chair shall be nominees from among the existing Steering Committee members. The Criteria and Nominations Subcommittee shall announce to the general membership in November the number of at-large Steering Committee positions to be open in the new calendar year. Nominations will be solicited from the general membership. Self-nomination shall be permitted. Nominees who wish to be considered for membership will be asked to provide a brief statement of their interests, qualifications, and past service to the Consortium.
At each December Steering Committee meeting, the members then in office shall elect Committee members to succeed those Committee members whose terms are then expiring. Committee members shall serve a minimum term of three (3) years, unless elected to fill-out the term of a member who resigned. Service shall be limited to two (2) consecutive three (3) year terms; with renomination for a third term permitted after a one (1) year hiatus. Inaugural Committee members or those filling out a term who were elected to a one (1) year term, may serve two (2) more consecutive three (3) year terms. Those elected in a two (2) year term may serve an additional consecutive three (3) year term. Yearly service runs from January 16th to January 15th. The terms of the Committee members shall be staggered by dividing the total number of directors into three groups with each group containing approximately one-third (1/3) of the Committee members.
Committee members shall be elected by the affirmative vote of a majority of all Committee members then in office. The voting deadline shall be December 15th and will take place at the December meeting or by email vote for those not in attendance. Newly elected members will be notified by January 15th.
3.7 Removal of Steering Committee Members, Resignation and Vacancies. Any committee member elected or approved by the Criteria and Nominations Subcommittee may be removed by the Steering Committee at any time, for cause, by the affirmative vote of two-thirds (2/3) of the Committee members at a duly constituted meeting of the Steering Committee. Cause shall include, but not be limited to, unexplained and/or unexcused absences from the meetings and activities of the Consortium and unauthorized representation of the Consortium.
Any Steering Committee member who must take a leave of absence from service due to a medical condition or sabbatical and who will be absent for either three (3) of four (4) yearly meetings, or six (6) consecutive months, may designate a proxy in writing. Alternatively, the Steering Committee member may choose to resign and will be eligible for re-nomination upon his or her return.
The resignation of any Committee member shall be in writing and sent to the Criteria and Nominations Subcommitee Chair or Consortium Director via first class mail or by electronic transmission and shall be effective immediately upon receipt by the Chair or Director, if no time is specified therein, or at such later time as the resigning Committee member may specify.
Vacancies in office shall be filled in the same manner as the original designation and, unless otherwise specified by the Criteria and Nominations Subcommittee, a person designated to fill a vacancy shall serve for the unexpired term of his/her predecessor and thereafter until his/her successor is designated.
3.8 Minutes. The Consortium Staff Associate shall record or cause to be recorded the minutes of each meeting of the Steering Committee and upon adoption by the Steering Committee shall retain such minutes with the permanent records of the Consortium. Meeting minutes shall be posted on the Consortium website in a password protected area for viewing by general membership. The Steering Committee meeting schedule shall also be advertised on the website.
Reminder notice of all meetings and draft minutes from prior meeting shall be given to all members of the Steering Committee at least four (4) days in advance of the meeting.
Subcommittee meeting dates, times, and locations shall be communicated to all Steering Committee members.
ARTICLE IV: SUBCOMMITTEES OF THE STEERING COMMITTEE
4.1 Creation. The Steering Committee, by a resolution adopted by the affirmative vote of
a majority of Committee members at any meeting, may designate two or more members to constitute standing or ad hoc subcommittees of the Steering Committee to serve at the pleasure of the Steering Committee until their successors are appointed. Subcommittee Chairs for standing subcommittees are appointed by the Steering Committee Chair.
4.2 Powers. A subcommittee shall have such functions and exercise such power of the Steering Committee as may be delegated and as provided in the resolution creating such subcommittee; provided, however, that the creation of such subcommittee shall not operate to relieve the Steering Committee, any individual, director, or the Committee members of any responsibility imposed on such persons according to the Bylaws. No subcommittee shall have power to remove Steering Committee members; adopt, amend or repeal these Bylaws; approve a proposal to dissolve the Consortium; or amend or repeal any resolution of the full Steering Committee.
4.3 Vacancies. Vacancies on subcommittees shall be filled by the Steering Committee.
4.4 Minutes. Each subcommittee shall keep regular minutes of its proceedings and report the same to the Steering Committee as requested, and such minutes shall be retained with the permanent records of the Consortium by furnishing them to the Consortium Director as soon as practicable.
4.5 Executive Subcommittee. There shall be an Executive Subcommittee, consisting of the Steering Committee Chair, Vice Chair, Ex Officio Member, and Director. The Executive Subcommittee shall keep minutes of its proceedings and report its actions at the next meeting of the full Steering Committee. Meetings of the Executive Subcommittee may be called by any of the Subcommittee members.
4.6 Strategic Planning Subcommitee.
4.7 Governance Subcommittee.
ARTICLE V: CONSORTIUM STAFF
5.1 Director. The Consortium Director shall be nominated by a Search Committee,
consisting of the Ex Officio Member and an officer of the Consortium Host Institution. The nominee shall be endorsed by an affirmative 2/3 majority vote of the Steering Committee. The Director shall serve indefinitely until appointment is terminated by resignation or recommendation of the Steering Committee.
Responsibilities of the Consortium Director are as follows:
I. Supervise the business of the Consortium, subject to the control of the Steering Committee.
II. See that all the orders and resolutions of the Steering Committee are carried into effect.
III. Report to the Steering Committee on the operation and status of Consortium activities.
IV. Make recommendations to the Steering Committee, Subcommittees, and Task Forces on Consortium programs and protocols.
V. Act as a spokesperson for the Consortium consistent with the directives of the Steering Committee.
VI. Regularly inform Consortium membership about issues of interest.
VII. Perform other duties as may from time to time be assigned to her/him, or specifically required to be performed by her/him, by the Bylaws, or by the Steering Committee.
5.2 Staff Associate. The Consortium shall have at least one (1) staff associate who is hired
by and reports to the Consortium Director. The Staff Associate shall have the following responsibilities:
I. Manage a database of Consortium members in all categories.
II. Process member applications and scholarship applications.
III. Maintain the Consortium website: www.environmentalconsortium.org
IV. Record minutes of Steering Committee meetings.
V. Maintain Consortium records.
VI. Serve on at least one Task Force.
VII. Perform other duties as may from time to time be assigned to her/him.
ARTICLE VI: PROGRAMMATIC TASK FORCES
6.1 Purpose. The Consortium shall have Task Forces to address fundamentally interdisciplinary areas of work and inquiry, in accordance with the Consortium’s mission and guiding principle. Task Forces identify/work on priority issues around which Consortium members will collaborate to achieve the mission and goals of the Consortium. Individual Task Force mission statements shall be first submitted to the Strategic Subcommittee for vetting prior to Steering Committee approval.
6.2 Creation. Any member of the Consortium who desires to establish a Task Force may make a proposal to the Strategic Planning Committee. The Strategic Planning Committee shall convene and if appropriate, bring the proposal to the Steering Committee for a vote. If approved by the Steering Committee, a Steering Committee member shall convene the initial task force meeting, at which time a chair will be elected. Subsequent meetings of the Task Force shall be convened by the Task Force Chair or Co-Chairs duly nominated by the Task Force and appointed by the Steering Committee.
6.3 Chairs. Task Force Chairs must be Individual Members or Individual Affiliate Members of the Consortium and may include faculty emeriti. Chairs shall serve a three (3) year renewable term. At least one of the Chairs shall have the capacity to represent higher education.
6.4 Participation in Meetings. A Task Force may establish its own rules for eligibility as a voting member on its Task Force provided such rules are not inconsistent with these ByLaws. Any Task Force may establish procedures: (a) for meeting using such electronic telecommunication methods it deems appropriate, and (b) for the use of absentee ballots as it deems appropriate.
6.5 Reporting. Task Forces shall submit a Summary Report each year by January 31st to the Director for review. The Director shall summarize the Task Force reports for the Steering Committee’s February meeting.
6.6 Minutes. Each Task Force shall keep regular minutes of its proceedings and report the
same to the Consortium Director as soon as practicable. Such minutes shall be retained with permanent records of the Consortium.
6.7 Dissolution. A list of Consortium Task Forces appears in Appendix A. The Consortium may eliminate Task Forces from time to time as decided on by the Steering Committee.
ARTICLE VII: MEMBERSHIP
Membership in the Environmental Consortium of Hudson Valley Colleges
and Universities (hereinafter referred to as “the Consortium”) shall consist of the following categories:
7.1 Institutional. Institutional membership in the Consortium is open to two-year and four-year accredited colleges and universities situated in the Hudson River Watershed. Request to become a member of the Consortium shall be communicated through an Institutional Member Application (see Appendix B) submitted by the institution president, chancellor or chief academic officer to the Consortium Director. The Steering Committee may establish such conditions for Consortium membership as it deems appropriate, including the assessment of fees.
Each member institution shall designate at least one faculty member or administrator as a liaison between the institution and the Consortium office.
7.2 Individual. Individual membership in the Consortium shall be open to any person, without regard to race, color, creed, gender, religion, national origin, or disability, with an affiliation to an institution of higher education in the Hudson River Watershed. An individual shall demonstrate in his/her membership application a clear interest in the study of the Watershed and in the mission of the Consortium. An Individual Member need not hail from an Institutional Member; however, he/she will agree to work towards gaining membership status for their respective institution.
A Student applicant must be registered at a member institution and have a faculty sponsor, who is already a member of the Consortium, support his/her application. Upon leaving their institution, a student may re-apply for membership as an Individual Affiliate member.
Persons interested in joining the Consortium shall submit an Individual Membership Application and Individual Teaching & Research Interest Form (see Appendices C and E) to the Consortium Office.
7.3 Individual Affiliate. Individual Affiliate membership ordinarily includes, but is not limited to, any individual, without regard to race, color, creed, gender, religion, national origin, or disability, associated with the following entities:
• an Institutional Affiliate Member
• a two-year or four-year accredited college or university not in the Hudson River
Watershed
• a K-12 institution
• a non-profit educational or research organization
An Applicant must demonstrate in his/her application for membership a clear interest in the study of the Hudson River watershed, in the mission of the Consortium, and in the future of higher education.
Individual Affiliate membership may also apply to an Individual Member or Individual Affiliate member who has either graduated or is no longer employed by his/her institution or organization and wishes to remain a member of the Consortium.
Persons interested in joining the Consortium shall submit an Individual Membership Application (see Appendix C) to the Consortium Office.
7.4 Institutional Affiliate. Institutional Affiliate Membership is available to two-year and four-year accredited colleges and universities not situated in the Hudson River watershed; and that demonstrate, in the organization’s application for membership, a clear interest in the study of the watershed and in the mission of the Consortium.
Non-profit educational or research organizations may also be eligible for Institutional Affiliate Membership if they demonstrate, in their application for membership, a clear interest in the study of the Hudson River watershed, in the mission of the Consortium, and in the future of higher education.
Affiliate member applications are subject to approval for membership by the Executive Committee. Interested institutions shall submit an Affiliate Membership Application (see Appendix D) to the Consortium office.
7.5 Collaborating Partnerships. Collaborating Partnerships may be available to entities that do not satisfy the criteria for Institutional Membership or Institutional Affiliate Membership. Such entities may include, but are not limited to: government, non-profit, or for-profit institutions.
Those institutions interested in a Collaborating Partnership shall propose a specific project with a defined time limit. This project may be initiated by the entity or by a Consortium institution. The project shall require the commitment of at least two (2) Consortium Institutional Members. The Consortium institutions shall provide educational and research resources to serve the project while the project shall provide a reasonable opportunity for student involvement. The partnering entity shall endeavor to provide internships for students.
Entities wishing to propose a Collaborating Partnership shall submit a Collaborating Partnership Application (see Appendix F) to the Consortium office. Applications will be reviewed and approved by the Steering Committee. Once approved, the Collaborating Partners shall execute a Memorandum of Understanding (see Appendix G).
7.6 Membership Responsibilities. Eligible institutions, organizations, and individuals designated as Members of the Consortium shall:
I. Support the mission of the Consortium;
II. Designate a faculty member, administrator, or employee, who is capable of assisting the Consortium in advancing its mission, as an official liaison who will actively encourage use of member benefits and help the Consortium provide effective and timely service to the member institution throughout the year. Duties will include distributing program publicity in a timely way to all interested individuals and promoting broad and diverse faculty and staff participation in Consortium programs;
III. Provide input into needs assessments, evaluations, and other efforts designed to strengthen the Consortium’s programs and services;
IV. Understand the intended use of the listserv; exercise responsible and ethical manners when using the subscription; and agree to respect the rights of other members.
V. Abide by the policies and operating procedures of the Consortium, as stipulated in the Bylaws.
7.7 Membership Benefits. The Consortium shall provide each member with complete benefits for the respective membership category, including:
I. Opportunities for faculty development (Institutional only);
II. Reduced fees for conferences, workshops, and services;
III. Notification of and access to special consortium programming;
IV. Access to members-only web resources;
V. Consulting on campus planning and assessment (Institutional only);
VI. Eligibility for scholarships, fellowships and internships (Institutional only);
VII. Eligibility for representation on Steering Committee and participation in Task Forces.
ARTICLE VIII: ADVISORY COUNCIL
An Advisory Council shall be formed to serve as a resource, both intellectually and monetarily. Members of the Advisory Council will have a professional interest in the environment and/or higher education in the Hudson River Watershed, and be willing to contribute to the fulfillment of the Consortium’s goals. The Advisory Council shall be composed of the following members:
Ten (10) prominent people who will promote fundraising, either actively or by their very presence.
Ten (10) consultants who may include, but will not be limited to, business, local politicians, and academics from outside our region.
Ordinarily an annual meeting and fundraiser shall be held each year to bring Advisory Council Members together, and to gain recognition and funding amongst constituents.
ARTICLE IX: COORDINATED COMMUNICATION
All Institutional Members shall submit to the Director contact information for public relations personnel from their respective institutions in order to facilitate a Consortium press network. Institutional Member generated press releases shall be submitted to the Director for review and communication to the press release network. In a media event, involved members shall devise a talking points bulletin as reference.
ARTICLE X: AMENDMENTS
Amendment(s) to the Bylaws must be approved by a simple majority vote of a quorum present at a duly constituted meeting of the Steering Committee. Written notice of the amendment(s) and a copy thereof shall be transmitted to all members of the Steering Committee at least one (1) day prior to the meeting.
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