The purpose of the NY-CWRP is to promote and implement the CWRP program – a voluntary public-private initiative in which companies, state and federal agencies, non-profit organizations, and others work together to restore, preserve, and enhance wetlands and aquatic habitats in New York State and surrounding areas. As provided under the CAF Corporate Bylaws and subject to the direction of the Program Management Subcommittee of the CWRP Standing Committee and the CAF Board of Directors, the NY-CWRP will be responsible for the general direction and administration of the NY-CWRP, and for the solicitation of funds and in-kind goods or services from companies and other organizations. The NY-CWRP shall establish priorities for and authorize disbursement of those state-designated donations to projects endorsed by Coastal America, the federal intergovernmental organization that is the public partner in this initiative . While not anticipated for all projects, most projects will be sponsored by a public agency or landowner, and to that extent the advocating agency or governmental authority sponsoring the project is expected to endorse the project in writing as part of the project documentation. At the Board’s discretion, NY-CWRP may require one or more agencies to formally endorse a project, that endorsement being beyond any permitting necessary to execute the project, before recommending to MARIT that the project receive CAF approval.

Lobbying is not a primary purpose of the CWRP. Any lobbying activities and related expenses must be documented and are strictly limited to a maximum of one percent of the state chapter’s expenditure to ensure that lobbying remains a less than a substantial part of overall operations.

The NY-CWRP membership may include companies, governmental agencies, non-profit organizations and academic institutions. Companies are expected to make cash contributions or donate in-kind goods and services to the CAF (preferably annually) in support of the NY-CWRP. Non-corporate members are not required to make donations, but may choose to do so. Members contributing cash and/or in-kind goods or services shall complete and sign a NY-CWRP Contribution Form (or convey this information by letter).Membership is voluntary and the amount of contributions kept confidential to encourage all levels of support.

Each member shall be authorized to participate in all NY-CWRP meetings and activities, but shall have no voting rights within CAF, including the NY-CWRP Board.

The CAF Corporate Bylaws and applicable Massachusetts law govern the management and operation of NY-CWRP, as a corporate subcommittee of CAF. The CAF will supply the annual Independent Public Audit statement and IRS Form 990 at the request of the NY-CWRP vice-presidents.

The NY-CWRP shall be managed by a board, the Chair of that board to be selected from among representatives of member companies. The Chair shall have all powers ordinarily exercised by the chairman of a subcommittee, and serves as an Officer of the Coastal America Foundation Corporation.

The state chapter Chair and any co-chairs function as “Second Vice-Presidents” of CAF. The other state board members with voting rights function as “Third Vice-Presidents” of CAF. The NY-CWRP Secretary shall maintain an accurate list of all Board members and assure that the list on file with the CAF president accurately reflects the names of the state chapter vice-presidents that will be covered by the CAF Director and Officers Insurance.

As such, pursuant to the CAF Corporate Bylaws, the NY-CWRP Board members with voting rights (vice-presidents) shall be indemnified by the Foundation against any liability and also reasonable expenses arising out of, or incurred in connection with, any action, suit, or proceeding to which he/she has been made a party as a result of his/her status as an Officer of the CAF. The foregoing right of indemnification does not apply in any action, suit, or proceeding in which the NY chapter vice-presidents are liable for gross negligence or willful misconduct in the performance of his/her duties. The state chapter vice-presidents shall perform their duties in good faith and with a degree of care of a reasonably prudent person in a like position under similar circumstances.

The NY-CWRP Board shall represent the diverse interests of the members in their capacity as stewards of the wetlands, aquatic habitat and wildlife of New York State. Thus, the NY Board shall consist of representatives from member companies, academic institutions, non-profit organizations, and government agencies. Governmental members shall serve ex-officio and shall not vote on the dispersal of funds or other issues . The Board members are selected by the voting members of the Board (initially the Second Vice President(s)).

Subject to annual changes as may be made at the first members meeting in any calendar year, the number of NY board members and the voting rights of the members shall be: 8 companies, 8 governmental agencies (5 Federal – from Coastal America agencies: NOAA, USFWS, USACE, USEPA, USDA; and 3 State: NYSDEC, NYSDAM, NYSDOS), 3 non-profit/conservation organizations and 1 academic/scientific organization. A subset of these board members may be deemed voting, based on criteria such as those who pay dues or make donations. NY-CWRP term limits shall be of 1 year duration. The chapter will deal with vacancies and removals on an as-needed basis at members meeting, either regular or special, with a quorum of simple majority (governmental agencies shall be non-voting in all cases).

The board members shall exercise ordinary business judgment and shall act in good faith in managing the affairs of the NY-CWRP, taking actions they reasonably believe to be in the best interests of the NY-CWRP and the CAF. Board members shall receive no compensation for their services or expenses incurred in executing their duties. The board shall not authorize support for any project, unless such project has received the recommendation of Coastal America . Also, assignment of goods or services to eligible projects shall be with the consent of that Corporate Partner.

The NY Board is responsible for ensuring that annual plans for the chapter are developed, and for monitoring performance against those plans. The Chair of the NY-CWRP (or his/her delegate) shall report program status (plans, accomplishments, participants, performance metrics, etc.) quarterly to the Chair of the Program Management Subcommittee of the CWRP Standing Committee of the CAF (with a copy to the Coastal America CWRP program director). Additionally, the NY-CWRP Board shall be aware of and ensure compliance with NY laws and regulations governing non-profit public charity activities.

The NY-CWRP Board shall have the authority to establish committees to help achieve the purpose of the NY-CWRP. Committees may be constituted on an ad hoc basis or as Standing Committees, as deemed appropriate by the board, and shall consist of two or more persons. Committee roles may include, but are not limited to: chapter management (operating principles, board membership, NY filing requirements, etc.), events and publicity, project evaluation and donor solicitation. Committees shall be subject at all times to the direction and control of the board and must receive approval from the board before taking action or making decisions on behalf of the NY-CWRP.

Furthermore, the NY chapter may choose to utilize a NY -CWRP Manager to facilitate chapter activities and conduct certain tasks (schedule meetings, develop status reports, etc.), by either hiring a consultant or appointing an unpaid volunteer to fill this role. The manager works under the supervision of the board, which will evaluate his/her performance annually and make retention and compensation, if applicable, decisions. ( Refer to the State CWRP Manager Contract Template for details.)

The NY-CWRP Board shall meet regularly and may convene at times they deem appropriate. The Chair of the board (or his/her delegate) shall provide notice of upcoming meetings, as well as an agenda. Meetings of the NY board shall be held in NY and board members may attend by telephone conference. The board shall establish a schedule of any general membership meetings, which will take place in NY as well. The Chair of the NY board (or his/her delegate) shall provide the membership, the Chair of the CWRP Program Management Subcommittee of the CAF and the Coastal America CWRP program director with a copy of the minutes from each meeting.

Each voting board member holds one vote and a [two-thirds] majority of those voters shall constitute a quorum. Voting may be done in writing (including by email), in person or via teleconference. Decisions shall be made by a simple majority, except for board elections and amendments to the Operating Principles, which shall require a two-thirds majority. Additionally, amendments to Operating Principles must be approved by the Program Management Subcommittee of the CWRP Standing Committee of the CAF.

The NY-CWRP Board meetings shall operate under reasonable parliamentary procedures acceptable to the NY-CWRP Board.

Contributions may be in the form of cash or in-kind donations of services or goods (materials, equipment, etc.). Both cash and in-kind-donations may be used to qualify for federal government grants.

All cash contributions to the NY-CWRP will be maintained in a New York State CAF administered interest-bearing account. CAF does not charge a fee for managing the restricted CWRP accounts, but may use account interest to pay for an annual independent financial audit (by a CPA according to GAAP protocols) or other administrative costs of the CAF.

Up to ten percent of cash contributions to the NY chapter may be used to cover general administrative costs (operational expenses such as copying, postage, consulting services, etc.) of the CWRP Program. A contributor of cash may also specifically designate cash contributions for administrative purposes. Finally, a chapter may require dues from corporate members explicitly to support chapter administration.

In-kind goods and services made available by NY-CWRP for eligible projects are administered and overseen by the lead governmental agency(ies) or other qualified entities designated by NY-CWRP as the project manager or managing advocate for those projects. The lead governmental agency(ies) are responsible for valuing in-kind-donations for the purpose of federal grant qualification.

The CWRP Chairs do not sign a donor’s Form 8283 unless the donor’s appraiser is certified, not barred from practicing before the IRS, and has experience appraising related services-in-kind or other non-cash contributions. Otherwise, the CWRP Chairs may acknowledge that the in-kind donation was utilized, when they know that to be the case, without attesting to its value.

The NY chapter will document the estimated value of the in-kind donations pledged and disbursed, so as to be able to estimate the total contributions of their chapter participants. The Chair (or his/her delegate) will provide this information quarterly, along with cash pledged and disbursed, to the Chair of the CWRP Program Management Subcommittee of the CAF so that an estimate of total program contributions can also be made.

§9. Donor Confidentiality

Companies making contributions of cash or in-kind goods or services may request that their contributions be kept confidential to the extent permitted by the laws of the Commonwealth of Massachusetts governing not-for-profit corporations. The company’s authorized representative may request confidentiality by checking the confidentiality request box on the contribution form(s) and placing his/her initials next to that line. The contribution form(s) must be signed by the company’s authorized representative.

No organization employing or otherwise using the services of any member of the NY-CWRP (“Interested Party”) shall be precluded from receiving compensation in connection with the implementation of any project supported by contributions from the NY-CWRP. If any Interested Party seeks to receive compensation for a NY-CWRP supported project, the chapter member affiliated with that Interested Party shall disclose his connection to the Interested Party and shall not participate in any decisions relating to potential work by the Interested Party. The member associated with the Interested Party shall also take steps to ensure that the Interested Party also discloses to any potential contracting party that the member is a NY-CWRP participant or Board member.

No transaction or agreement between the NY-CWRP and one or more of its members, or between the NY-CWRP and a corporation, firm, association, or other entity to which its members belong or have a substantial financial interest in, shall be conducted without full disclosure and review of the NY-CWRP Board. If the member’s interest is disclosed in good faith and is made known to the NY-CWRP Board, and consequently the Board, together with the Program Management Subcommittee of the CAF, approves the transaction or agreement in writing, the transaction or agreement may continue, with the following exceptions:

• Any transaction involving the sale, exchange, or leasing of property
• Any transaction allowing for the lending of money or other extensions of credit
• Any payment of unreasonable compensation or expenses
• Any payment to government officials.

Approvals: