BY-LAWS

OF

GLYNN ENVIRONMENTAL COALITION, INC.

                                               ARTICLE I:  NAME

 Section 1.  Name

             The name of this corporation shall be Glynn Environmental Coalition, Inc., hereinafter referred to in these Bylaws as GEC. 

                           ARTICLE II:  NONPROFIT PURPOSES AND POLICY

 Section 1.  Purpose

             The purpose of GEC is to engage exclusively in any such educational, scientific, literary, historical and charitable pursuits as will inform and promote environmental protection, safety and conservation, and said purposes and objectives shall conform to the provisions of Section 501(c)(3) of the Internal Revenue Code.

 Section 2.  Political Policy

             GEC shall not support or oppose any political party or any candidate.

 Section 3.  Nonprofit Policy

             GEC is not organized, or shall it be operated, for pecuniary gain or profit, and it does not contemplate the distribution of gains, profits or dividends to the members thereof, or to any private shareholder or individual.  The property, assets, profits or net income of this Coalition are irrevocably dedicated to charitable purposes and no part of the property, assets, profits or net income of this Coalition shall ever inure to the benefit of any director, officer, or member thereof, or to the benefit of any private shareholder or individual.  Upon the dissolution, or upon abandonment, the assets of this Coalition remaining after payment of, or provision for, all debts and liabilities of this Coalition, shall be donated to foundations having similar objects and purposes as this Coalition, as the Board of Directors of this Coalition may designate, subject to the order of a Court as provided by law; provided that none of such assets shall be donated to any organization other than one organized and operated exclusively for one or more of the purposes presently set forth in Section 501(c)(3) of the Internal Revenue Code.

                                    ARTICLE III:  MEMBERS

 Section 1.  Determination And Rights Of Members

             Any individual, organization, or other entity interested in the purposes and objectives of GEC is qualified to become a voting member of this corporation and shall be admitted to membership upon submission of the application form and payment of the membership fee for each class of membership. 

             Classes of membership in GEC shall be as established from time to time by the Board of Directors.

             No member shall hold more than one (1) membership in the corporation and shall have no more than one (1) vote.

 Section 2.  Fees And Dues

             The initial fee charged for making application for membership in GEC shall be at such levels as the board from time to time specifies.  The annual dues payable to the corporation by members will be in such amount as may be specified from time to time by resolution of the Board of Directors.

 Section 3.  Membership Roster

             GEC shall keep a membership roster containing the name and address of each member.   Such roster shall be kept at the corporation’s principal office. 

 Section 4.  Non-Liability Of Members

             A member of this corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation. 

 Section 5.  Termination Of Membership

             The membership of a member shall terminate upon the occurrence of any of the following events:

             (a)  Resignation or death.

             (b)  Upon his or her notice of such termination delivered to the President or Secretary of the corporation personally or by mail, such membership to terminate upon the date of delivery of the notice or date of deposit in the mail.

             (c)  Upon a failure to renew his or her membership by paying dues on or before their due date, such termination to be effective thirty (30) days after a written notification of delinquency is given personally or mailed to such member by the Secretary of the corporation or such other member as the board may from time to time select.  A member may avoid such termination by paying the amount of delinquent dues within a thirty (30) day period following the member’s receipt of the written notification of delinquency.

             (d)  After providing the member with reasonable written notice and an opportunity to be heard either orally or in writing, upon a determination by the Board of Directors that the member has engaged in conduct materially and seriously prejudicial to the interests or purposes of the corporation.  Any person expelled from the corporation shall receive a refund of dues already paid for the current dues period.

                                ARTICLE IV:  MEETINGS OF MEMBERS

 Section 1.  Regular Meetings

             Regular meetings of the members shall be required and shall be held at such times as shall be agreed upon from time to time by the Board of Directors.  An Annual Meeting of members shall be held at the time and place set by the Board of Directors.  The Annual Meeting shall include the election of officers.

 Section 2.  Notice Of Meetings

             The place, day, and time of meetings and, in the case of special meetings, the purpose or purposes for which the meeting is called, shall be announced in the newsletter for GEC or delivered personally or by mail, e-mail, or fax-machine.

             No notice need be given of any regular meeting of the members.  Notice shall be required for any change in the regular meeting schedule.

             The notice of any meeting of members at which directors are to be elected shall also state the names of all those who are nominees or candidates for election to the board at the time notice is given.

 Section 3.  Quorum

             A quorum shall consist of those voting Members who are present at the duly called meeting.

 Section 4.  Voting Rights

             Members are entitled to one vote on each matter submitted to a vote by the members.  Voting at duly held meetings shall be by voice vote or written ballot, as determined from time to time by the Board of Directors.

 Section 5.  Conduct Of Meetings

             Meetings of members shall be presided over by the President of GEC or, in his or her absence, by the Vice-President of GEC or, in the absence of both of these persons, by a Chairperson chosen by a majority of the voting members, present at the meeting.  The Secretary of GEC shall act as Secretary of all meetings of members, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.

             Meetings shall be governed by such procedures as may be approved from time to time by the Board of Directors, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws, or with provisions of law.

             Roberts Rules of Order, Newly Revised, shall govern any procedures not otherwise provided. 

                                 ARTICLE V:  DIRECTORS

 Section 1.  Number, Manner of Selection, and Term of Office

            The Board of Directors shall be no fewer than five (5) and no more than fifteen (15) directors (excluding ex officio members from the Advisory Board) and shall include the officers of GEC.  Directors will be elected for one (1) year or two (2) year terms as may be approved from time to time by the Board of Directors of GEC and terms will be staggered so as to create continuity of the board.

 Section 2.  Qualifications

             Officers and directors of this organization shall be voting members of GEC.

 Section 3.  Vacancies

             Any vacancy occurring on the Board of Directors by reason of the death, resignation, or removal of any director or any increase in the number of authorized directors may be filled by approval of a complete majority of the Board of Directors. 

            A person elected to fill a vacancy on the board shall hold office until the next election of the Board of Directors or until his or her death, resignation, or removal from office.

             Any director may resign effective upon giving written notice to the President, the Secretary, or the Board of Directors, unless the notice specifies a later time of the effectiveness of such resignation.  No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of this state.

            Directors may be removed from office, with or without cause, as permitted by and in accordance with the laws of this state.

 Section 4.  Powers And Duties

             The Board of Directors shall establish organizational policy and annual goals, set and amend the annual budget, and oversee the business affairs of GEC.  The Board of Directors shall appoint and remove, employ and discharge, and fix the compensation, if any, of all officers agents, and employees of GEC.  The executive director of GEC cannot be hired or fired without approval of a majority of the Board of Directors.  

Section 5.  Compensation

             Directors shall serve without compensation except that they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties.  Any expenses over one hundred dollars ($100) must be pre-approved and authorized in advance by the President or by a vote of the Board of Directors.  To request reimbursement, directors must submit receipts to the President or Treasurer.

 Section 6.  Place Of Meetings

             Meetings shall be held at such other place as may be designated from time to time by the Board of Directors.

 Section 7.  Meetings

             Regular meetings of the Board of Directors shall be called on a monthly or quarterly basis or at such other intervals as the Board of Directors feels sufficient to fulfill its duties.  The President, the Vice-President, the Secretary, or the number of directors agreed upon from time to time by the board may call special meetings of the Board of Directors.  Such meetings shall be held at the place designated by the person or persons calling the special meeting.  Members may attend and observe board meetings but must petition the board to address them.

 Section 8.  Notice Of Meetings

             (a)  Regular Meetings.  No notice need be given of any regular meeting of the Board of Directors.

             (b)  Special Meetings.  The President or any three (3) members of the Board of Directors may call a special meeting.  Members of the board shall be notified by phone or e-mail of the time and place of special meetings at least 48 hours in advance of the meeting.

             (c)  Waiver of Notice.  Any director may waive notice of any meeting.  The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. 

 Section 9.  Quorum For Meetings

             A quorum shall consist of one-third of the members, but no less than five (5), of the Board of Directors.  This quorum may include proxies of absent board members, provided the proxy has been given written permission by that board member.

             Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no business shall be considered by the board at any meeting at which the required quorum is not present, and the only motion which the presiding officers shall entertain at such meeting is a motion to adjourn.

 Section 10.  Majority Action As Board Action

             Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the board.

 Section 11.  Conduct Of Meetings

             Meetings of the Board of Directors shall be presided over by the President of GEC or, in his or her absence, by the Vice-President of GEC or, in the absence of each of these persons, by a Chairperson chosen by a majority of the directors present at the meeting.  The Secretary of GEC shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act at Secretary of the Meeting.

             Meetings shall be governed by such procedures as may be approved from time to time by the Board of Directors, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws, or with provisions of law. 

 Section 12.  Non-Liability Of Directors

             The directors shall not be personally liable for the debts, liabilities, or other obligations of GEC.

 Section 13.  Indemnification By Corporation Of Directors And Officers

             The directors and officers GEC shall be indemnified by the corporation to the fullest extent permissible under the laws of this state. 

                                    ARTICLE VI:  OFFICERS

 Section 1.  Designation Of Officers

             The officers of GEC shall be a President, one or more Vice-Presidents as determined by the Board of Directors, a Secretary, and a Treasurer.  GEC may also elect Assistant Secretaries, Assistant Treasurers, and other such officers with such titles as may be determined from time to time by the Board of Directors.  Any person may hold two or more of the named offices with exception that the same person shall not be both President and Secretary.  All officers shall be members of the Board of Directors.

             Each officer shall be a member of GEC. 

 Section 2.  Election And Term Of Office

             Officers shall be elected by the members for either one year or two year terms, which may be staggered, with the length of term for each as agreed upon from time to time as determined by the Board of Directors.  The President and Secretary will be elected in odd years; the Vice-President and Treasurer with be elected in even years.  Each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successors shall be elected and qualified, whichever occurs first.  Any officer may be elected to succeed herself or himself.

 Section 3.  Removal And Resignation

             Any officer may be removed, either with or without cause, by a majority of the Board of Directors.  Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of GEC.  Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.  The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of GEC. 

 Section 4.  Vacancies

             Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors.  In the event of a vacancy in any office other than that of President, such vacancy may by filled temporarily by appointment by the President until such time as the Board shall fill the vacancy.  Vacancies occurring in offices of officers appointed at the discretion of the Board may or may not be filled as the Board shall determine.

 Section 5.  Duties Of President

             The President shall preside at all meetings of the organization and of the Board of Directors.  When presiding, the President shall vote only when there is a tie vote.  The President shall be the chief executive officer of GEC and shall, subject to the control of the Board of Directors, supervise and control the affairs of GEC and the activities of the officers.  He or she shall appoint chairpersons and committees and serve ex officio as member of all committees.  He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors.  Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks or other instruments which may from time to time be authorized by the Board of Directors.

 Section 6.  Duties Of Vice-President

             The Vice-President shall, in the event of the absence, disability, resignation, or death of the President, possess all the powers and perform all the duties of that office until such time as the Board of Directors shall elect one of its members to fill the vacancy.  The Vice-President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors.

 Section 7.  Duties Of Secretary

             The Secretary shall keep minutes of all meetings of GEC and of the Board of Directors, and shall notify all Officers and Directors of their elections.  The Secretary shall sign, with the President, all contracts and other instruments when so authorized by the Board and shall perform such other functions which may be assigned to him or her from time to time by the Board of Directors.

 Section 8.  Duties of Treasurer

             The Treasurer shall collect, receive, and be the custodian of all monies due and shall deposit all such funds in the name of the corporation in a bank or other depository designated by the Board of Directors.  The Treasurer shall present statements to the Board when requested at its regular meetings and an annual report at the Annual Meeting and prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.

             The Treasurer shall receive, and give receipt for monies due and payable to the corporation from any source whatsoever, and shall disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements.  The Treasurer shall keep and maintain adequate and correct accounts of the corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.  The Treasurer shall exhibit at all reasonable times the books of account and financial records to any director of GEC, or to his or her agent or attorney, on request therefore and render to the President and directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation. 

Section 9.  Assistant Secretaries and Treasurers

             Assistant Secretaries and Treasurers shall be appointed by the Board of Directors as needed for increased level of activities or added programs, or grants that require separate records or accounting.  They shall serve ex officio on the Board of Directors, but without right to vote.

 Section 10.  Compensation

             The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board of Directors.  In all cases, any salaries received by officers of GEC shall be reasonable and given in return for services actually rendered to or for GEC. 

                                   ARTICLE VII:  COMMITTEES

 Section 1.  Executive Committee

             The Board of Directors may, by a majority vote of its members, designate an Executive Committee consisting of the President and three (3) other board members and may delegate to such committee the powers and authority of the Board in the management of the business and affairs of GEC, to the extent permitted, and except as may otherwise be provided, by provisions of law. 

             By a majority vote of its members, the Board may at any time revoke or modify any or all of the Executive Committee authority so delegated; increase or decrease, but not below three (3), the number of the members of the Executive Committee; and, fill vacancies on the Executive Committee from the members of the Board.  The Executive Committee shall keep the Board of Directors informed of significant actions.

 Section 2.  Other Committees

             GEC shall have such other committees as may from time to time be designated by resolution of the Board of  Directors.  These committees may consist of persons who are not also members of the Board and shall act in an advisory capacity to the board.                                                                            

                               ARTICLE VIII:  ADVISORY BOARD

 Section 1.  Membership

             Groups, institutions, corporations, and other organizations which support the purposes, objectives and programs of GEC are qualified to become advisory members of this corporation and shall be admitted to membership upon submission of the application for advisory membership and payment of the advisory membership fee to be set from time to time by the Board of Directors.

 Section 2.  Rights Of Membership

             Each advisory member shall be entitled to name one or more individuals to serve as their representatives on the Advisory Board.  Such individuals shall have access to information and records in the same manner as regular members of the corporation.  They shall have the right to attend all meetings of the Board of Directors and GEC membership, but without right to vote.

 Section 3.  Chairman

             The Advisory Board shall elect from its members a chairman who shall serve for a one (1) year term.

 Section 4.  Advice To The Board Of Directors

             The Board of Directors will inform the Advisory Board of matters being pursued by the GEC.  The Advisory Board may be asked to review specific issues and to render advice to the Board of Directors. 

 Section 5.  Ex Officio Directors

             The Advisory Board may choose to select from its members two (2) individuals who shall become ex officio members of the Board of Directors with right to vote.  Such ex officio directors shall not be counted for a quorum of the Board of Directors.

                         ARTICLE IX:  EXECUTION OF INSTRUMENTS, DEPOSITS,

                                                                   AND FUNDS

 Section 1.  Execution Of Instruments

             The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of GEC to enter into any contract or execute and deliver any instrument in the name of and on behalf of GEC, and such authority may be general or confined to specific instances.  Unless so authorized, no officer, agent, or employee shall have any power or authority to bind GEC by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

Section 2.  Checks And Notes

 Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the Treasurer and countersigned by the President of GEC.  Checks under one thousand dollars ($1,000) must be signed by the President or the Treasurer or the Project Manager.  Checks for one thousand dollars ($1,000) or more must be signed by the President or the Treasurer or the Vice-President or the Project Manager. 

Section 3.  Deposits

            All GEC funds shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

Section 4.  Gifts

             The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the nonprofit purposes of this corporation.

                         ARTICLE X:  CORPORATE RECORDS, REPORTS AND SEAL

 Section 1.  Maintenance Of Corporate Records

             GEC shall keep at its principal office:

             (a)  Minutes of all meetings of directors and committees of the Board, indicating the time and place of holding such meetings, whether regular or special, and, for meetings of the directors, the names of those present and the proceedings thereof;

             (b)  Adequate and correct books and records of account, including accounts of its properties and business transactions and account of its assets, liabilities, receipts, disbursements, gains and losses;

             (c)  A record of its members, if any, indicating their names and addresses and, if applicable, the class of membership held by each member; and

             (d)  A copy of GEC’s Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members of GEC at all reasonable times during office hours.  Current corporate records and such other business records as may be directed by the Board of Directors, shall be kept at the office.

 Section 2.  Corporate Seal

             The Board of Directors may adopt, use, and at will alter, a corporate seal.  Such seal shall be kept at the principal office of GEC.  Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.

 Section 3.  Directors’ Inspection Rights

             Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of GEC and shall have such other rights to inspect the books, records and properties of GEC as may be required under the Articles of Incorporation, other provisions of Bylaws, and provisions of law.

 Section 4.  Right to Copy And Make Extracts

             Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts.

Section 5.  Periodic Report

             The Board shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state or to the members of GEC to be so prepared and delivered within the time limits set by law.

                         ARTICLE XI:  IRC 501(C)(3) TAX EXEMPTION PROVISIONS

 Section 1.  Limitations On Activities

             No substantial part of the activities of GEC shall be the carrying on of propaganda, or otherwise attempting to influence legislation [except as otherwise provided by Section 501(h) of the Internal Revenue Code], and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of, or in opposition to, any candidate for public office.

             Notwithstanding any other provisions of these Bylaws, GEC shall not carry on any activities not permitted to be carried on (1) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation contributions to which are deductible under Section 170(c)(2) of the internal Revenue Code.

 Section 2.  Prohibition Against Private Inurement

             No part of the net earnings of GEC shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, except that GEC shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of GEC.

Section 3.  Distribution Of Assets

             Upon the dissolution of GEC, its assets remaining after payment, or provision for payment, of all debts and liabilities of GEC shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue code or shall be distributed to the federal government, or to a state or local government, for a public purpose.  Such distribution shall be made in accordance with all applicable provisions of the laws of Georgia.

 Section 4.  Private Foundation Requirements And Restrictions

             In any taxable year in which GEC is a private foundation as described in Section 509(a) of the Internal Revenue Code, GEC 1) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code; 2) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; 3) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; 4) shall not make any investments in such manner as to subject GEC to tax under Section 4944 of the Internal Revenue Code; and, 5) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.

                                ARTICLE XII:  AMENDMENT OF BYLAWS

 Section 1.  Amendment

             Except as may otherwise be specified under provisions of law, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted by approval of a majority of the Board of Directors.

                            ARTICLE XIII:  CONSTRUCTION AND TERMS

             If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this corporation, the provisions of the Articles of Incorporation shall govern.

             Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.

             All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation of Glynn Environmental Coalition, Inc., filed with the Secretary of State of Georgia and used to establish the legal existence of this corporation.

             All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code. 

                                ADOPTION OF AMENDED BYLAWS

             We, the undersigned, are all of the current directors of Glynn Environmental Coalition, Inc., and we consent to, and hereby do, adopt the foregoing Bylaws, consisting of fourteen (14) pages as the Bylaws of Glynn Environmental Coalition, Inc.

  Adopted at the Annual Meeting of the Glynn Environmental Coalition this 10th day of July, 2008.

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