North Shore Land Alliance Inc

“Amendment to by-laws of the north shore land alliance, inc. As adopted june 22, 2024 and hereby amended to read in its entirety. Article i: name and offices section 1. Name. The name of the organization shall be the north shore land alliance (the "land alliance"). The land alliance is a non-profit corporation incorporated pursuant to the new york not-for-profit corporation law. Section 2. Offices. The headquarters and principal office of the land alliance shall be located at 345 oyster bay road, mill neck, new york, 11765 with a mailing address of post office box 658, oyster bay, new york, 11771, or as the land alliance board of trustees (the "board") shall otherwise authorize. Article ii: purpose purpose. The purpose of the land alliance shall be to conserve and steward long island's natural and historic lands, waters and environmental resources. The land alliance shall work cooperatively with landowners, communities, village-based land trusts, local governments, and other like-minded organizations to: take direct action, as needed, to protect lands and waters threatened by development; provide expert services that increase the effectiveness of local conservation organizations and concerned communities in the territory, as defined below; serve as a conservation resource and facilitator for communities in the territory; organize and launch new efforts to preserve open space in the territory; build conservation awareness and a community "conservation ethic; raise funds from private and public sources to protect open space and sustain the operations of the land alliance; provide stewardship and management of easements, preserves and other such grants; and connect people to nature and inspire a community conservation ethic through education, outreach and volunteerism. Article iii: territory, membership, dues section 1. Territory. The territory of the land alliance is nassau county, new york and suffolk county, new york (the "territory"). Article iv: members: annual meetings, nominations, elections, special meetings section 3. Annual nomination of trustees. The committee on trustees shall meet to select a slate of nominees for the board at least annually. All nominations shall be included in the notice of the annual meeting. The consent of the nominee shall be obtained by the committee before the name is presented. Additional nominations may be made from the floor at the annual meeting provided that the secretary and the land alliance is given written notice of such nomination no later than five days after the date of the notice of the annual meeting. Section 6. Voting. Members may vote at any meeting of members either in person or by proxy (which proxy may be delivered either physically or by e-mail). At any meeting of members, each member present in person or by proxy shall be entitled to one vote. All elections and all questions before any meeting at which a quorum is present shall be decided by a majority vote of the members present in person or by proxy; provided however in the event that the number of nominees for election of trustees is in excess of the maximum number of trustees pursuant to these by-laws, then the trustees shall be elected based upon a plurality of the votes cast. Artice v: board of trustees section 14. Conflicts of interest. The land alliance shall adopt and enforce a conflict of interest policy which shall be approved by the board. The conflict of interest policy of the land alliance as of the date of the adoption of these by-laws is annexed hereto as exhibit a. The conflict of interest policy may be amended by the board. Article x: amendments except as otherwise provided by law, these by-laws may be amended at any duly held regular or special meeting of the board (provided that the notice required shall include notice of the proposed amendment) by a majority vote of the full board.”

“As adopted, may 31, 2025 the by-laws of the north shore land alliance, inc. (a/k/a north shore land alliance) ("nsla"), as revised and adopted on june 22, 2024, are hereby further amended as follows: first, section 2 of article iv of the nsla by-laws are hereby amended to read in its entirety as set forth below: "section 2. Committee on trustees. The board shall appoint a committee on trustees from among the members of the board for the purpose of determining and presenting nominees for election as trustees at the annual meeting of members and, if requested to do so by the chair of the board, to present nominees for appointment as officers. The nominations of trustees may be acted upon at the annual meeting of members or otherwise by the board in connection with an increase in the number of trustees or filling a vacancy, and the nominations for appointment of officers may be acted upon at either the annual meeting of the board or at a regular or special meeting." second, the first full paragraph of section 10 of article v of the nsla by-laws is hereby amended, to read in its entirety as set forth below, with the second paragraph (which begins with notwithstanding the foregoing"), to remain in full force and effect, without amendment or modification: "section 10. Committees; executive committee. The board may establish one or more committees of the board to act on such matters and be comprised of such trustees as such board may from time to time determine. The board shall establish an executive committee, which shall consist of those trustees who are the chair, the vice-chair or vice chairs, the secretary, the treasurer, and any other trustee who may be designated by the chair with the approval of the board. For the avoidance of doubt, the executive committee shall not include any assistant secretary and/or assistant treasurer unless otherwise designated by the chair and approved by the board. The primary responsibility of the executive committee shall be to act on behalf of the board in the following circumstances: 1. Official action is needed on short notice; 2. A full meeting of the board is unnecessary and/or impractical; or 3. There is a need to evaluate a complex issue prior to a regularly scheduled meeting of the full board." except as herein amended, the provisions of the bylaws shall remain in full force and effect.”

“There are three classes of the land alliance membership: individual, organization and land conservation group.”

“At every meeting of members, each member present is entitled to one vote.”

“Decisions of the governing body require a quorum of 10% of the total members or, if the total members exceed 1,000, then 100 members.”

“A copy of form 990 was presented to the governing body before it was filed.”

“The organization reviews the conflict of interest policy on an annual basis.”

“Members of the executive committee of the board meet to discuss the compensation of the president and other key employees where many factors are taken into account to determine appropriate compensation.”

“The land alliance makes its governing documents, conflict of interest policy, and financial statements available upon request.”