By working together on local RC&D Councils, communities, all levels of government, and grass-roots organizations develop opportunities that sustain and improve our communities, local economies, and natural resources.

BYLAWS 

Bylaws as a PDF file

Section 1. The Corporation shall have two classes of membership: Regular Members and Conservation Partners.

Section 2. Regular Membership shall be available to all councils who are organized and profess the RC&D concept upon payment of the annual dues. The amount of the dues shall be set by the Board of Directors.

Section 3. Conservation Partner Membership shall be available to companies, organizations, associations, institutions, and individuals who are interested in the RC&D program and want to be a part of it. There will be various levels of membership for conservation partners. The criteria, specific traits, reward, and other responsibilities and benefits along with dues for each level of conservation partner shall be set by the Board of Directors.

Section 4. Power of Members. The membership may bring to the Board of Directors resolutions for consideration. Resolutions shall be presented as defined in the policy manual.

Section 5. Meeting of the Membership. A listening meeting of the regular membership shall be held at each national conference when convened. This meeting will allow the regular membership an opportunity to provide input and feedback for the Board of the Directors to take under advisement.

Section 1. The business and affairs of the Corporation shall be managed by the Board of Directors. All powers of the Corporation, including establishment of policy, determination of matters of business, adopting bylaws and amending or altering same, are vested in the Board of Directors except as otherwise provided in the Arkansas Nonprofit Corporation Act, the corporation's articles of incorporation or by these bylaws.

Section 2. The Board of Directors of the Corporation shall consist of two qualified individuals from each region (regions are defined in the policy manual), plus four at-large members. The region that the President of the Corporation represents shall be given an additional seat on the Board of Directors.

Section 3. Qualified individuals. To qualify for the Board of Directors persons shall be of legal voting age, be a representative of a local council in good standing that they are representing, and fully subscribe to, and have a working interest in, the purposes and basic policies of the Corporation. The local council that they represent must also be a dues paying member of the regional and national association.

Section 4. Regional Directors on the Board of Directors. One of the two regional directors shall be the regional association President. The second regional director shall be elected/approved in accordance with the policies of the region. Each region shall designate a first and second alternate to represent the region in the case that either or both regional directors cannot attend the meeting. These alternates shall serve the same term as a regional director. The alternates shall have the same powers and rights as the director they are representing.

Section 5. At-Large Members of the Board of Directors. Three of the at-large members on the board of directors shall reflect diversity and be elected by the board of directors, for staggered three-year terms. The Board of Directors will request nominations for the at-large positions during February of each year. At-large members will assume their duties at the meeting following their election at the annual meeting of the Board of Directors. The fourth at-large position shall be the President of the Corporation.

Section 6. Absences. Board members are expected to attend properly scheduled board meetings and/or teleconferences. Regions are expected to appoint alternate board members with same authority as its board member; in the absence of the regular board member. Board members failing to attend 3 or more board meetings or teleconferences within a calendar year and fail to have an alternate notified within a reasonable time will be cause for the national board to notify the region in writing advising that their region is not being represented properly.

Section 7. Term Limits. There shall be no term limits to serve as a member of the Board of Directors; however, there shall be term limits for officers of the Board of Directors.

Section 8. Directors shall not receive any compensation for their service on the Board of Directors but may be reimbursed for accrued and necessary expenses.

Section 9. Regional vacancies shall be filled by a qualified person designated by the region. At-large members will be appointed to fill the vacant at-large positions by affirmative vote by the remaining directors even if less than a quorum.

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Section 1. The officers of the Corporation shall be a President, First Vice-President, Second Vice-President, Secretary, Treasurer, and Legislative Liaison. There may be a Co-Legislative Liaison if approved by the Board of Directors. The officers shall perform the duties prescribed by these bylaws and any assigned by the Corporation’s Board of Directors. The offices of Secretary and Treasurer may be combined if the Board of Directors so desire.

Section 2. The Board of Directors shall elect officers at their annual meeting. Only Directors may be elected to officer positions. Officers will assume their duties immediately following the annual meeting.

Section 3. Officers’ terms of office shall be three years. The President and Treasurer shall serve the same three-year term, the First Vice-President and Legislative Liaison shall serve the same three year term and the Second Vice-President and Secretary the same three year term. Election of officers shall occur each year for the appropriate expiring term. Officers may serve two (2) consecutive terms in office.

Section 4. Vacancies among the officers shall be filled by appointment of the President with majority approval of the remaining Board of Directors.

Section 5. Duties of the Officers

1. President. The President shall assure that the Corporation adheres to its intended purposes and shall represent the Board of Directors as speaker and leader at various functions with diverse federal, state and local agencies and organizations. The President will prepare the agenda for each meeting and conduct all regular and special meetings of the Corporation. He/she is responsible for the execution of all resolutions and directives of the Board of Directors. The President shall sign, with attestation of the Treasurer, any deeds, mortgages, bonds, contracts or other instruments which the Board authorizes to be executed; and performs all other duties associated with this position. The President only votes to break a tie.
2. First Vice-President. In the absence of the President or in the event of the President’s inability or refusal to act, the Vice-President shall assume the duties of the President, and when so acting, shall have all powers of and be subject to all the restrictions upon the President. At other times, the Vice-President shall perform such other duties as may be assigned by the President or the Board of Directors.
3. Second Vice-President. In the absence of the President and First Vice-President or in the event of the President’s and First Vice-President’s inability or refusal to act, the Second Vice-President shall assume the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. At other times, the Second Vice-President shall perform such other duties as may be assigned by the President or the Board of Directors.
4. Secretary. The Secretary shall keep approved minutes of the meetings and note in the minutes the presence of a quorum, any excused absences, the presence or absence of a director during a meeting and the absence of any director when a vote is taken. The minutes of the Corporation’s Board of Directors shall be in a book to be kept for that purpose; shall see that all notices are duly given in accordance with provisions of these bylaws or as required by law; shall be responsible for keeping and filing all books, reports, statements and other records as required by law and these bylaws; and shall perform all other duties as may be assigned by the President or Board of Directors. Shall keep the Corporation's Articles of Incorporation and bylaws up to date.
5. Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; shall render to the President and the Board of Directors whenever required, a statement of the financial condition of the Corporation and of all transactions of the Treasurer, and render a full financial report at the annual meeting of the Board of Directors; shall receive and give receipts for monies due and payable to the Corporation from any source; shall deposit all such monies in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors; shall file and any necessary tax papers for the Corporation, shall provide the necessary records and assist with any audit; and shall perform all other duties as may be assigned by the President or Board of Directors. The Corporation will cover any expenses for preparing and filing reports or tax documents.
6. Legislative Liaison. The Legislative Liaison shall be responsible for being aware of all national legislation which could affect the RC&D program. When necessary, the Legislative Liaison shall communicate for and to the Board of Directors all information related to any particular legislation. The Board of Directors may appoint a co-legislative liaison and that person shall have the same duties as specified above.
7. Immediate Past President. The Immediate Past President shall be a member of the Past President’s committee. The committee will assist the President as assigned.
8. Executive Director (or other similar type position). A non-voting paid professional to conduct the day to day affairs of the organization. Duties and authority shall be defined in the contract for service and job description.

Section 6. Absences/Removal. Any officer of the Board of Directors may be removed from office if they miss three (3) meetings and/or teleconferences in a calendar year unless there is an excused absence. The Board of Directors shall determine and rule on any excused absences. The minutes shall note any excused absences.

Section 1. Annual Meeting. The annual meeting of the Board of Directors shall be held in the first quarter of each year to conduct the business of the Corporation.

Section 2. The Board of Directors shall meet at least quarterly.

Section 3. Special Meetings. The Board President may call a special meeting of the board of directors whenever he or she deems it necessary, and shall call a special meeting whenever requested to do so in writing by three (3) or more directors.

Section 4. A quorum shall consist of a majority of the members of the Board of Directors

Section 5. Each person on the Board of Directors shall have one vote only. There shall be no proxy votes. A majority vote shall be required to reach all decisions made by the Board unless specified elsewhere in these bylaws.

Section 6. Members of the board of directors or any committee may conduct a meeting of the board or committee by means of electronic communications equipment by which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting.

Section 1. The elected officers of the Corporation shall constitute the Executive Committee.

Section 2. The Executive Committee shall have general supervision of the affairs of the Corporation between Board of Directors’ meetings, fix the hour and place of meeting, make recommendations to the Board, and shall perform such other duties as specified by the Board or these bylaws. The Committee shall be subject to the orders of the Board and none of its acts shall conflict with action taken by the Board.

Section 3. Meetings of the Executive Committee may be called by the President and shall be called upon the written request of three members of the Executive Committee.

Section 4. Minutes of the Executive Committee will be issued to the full Board of Directors within seven days of the Executive Committee Meeting.

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Section 1. There shall be the following eight standing committees: Finance, Training, Information and Marketing, Planning and Implementation, Awards, Legislative, Personnel, and Ways and Means. Each committee, except Legislative, shall consist of a member of the Board of Directors. The committee chair shall present to the Board of Directors a list of representatives to serve on the committee. The Board of Directors shall approve all committee members. Each committee will follow the National Association’s Strategic Plan and report to the National Board as necessary. The committees are not authorized to obligate the National Association unless given specific approval by the Board of Directors.

Section 2. The Legislative Committee will be appointed by the President and shall include the Legislative Liaison. The committee will keep the National, Regional, and local RC&D’s aware of all legislative matters which could affect the RC&D program.

Section 3. A Nominating Committee shall be elected at the meeting of the Board of Directors immediately preceding the Annual Meeting. This committee shall consist of three members of the Board. This committee will present a slate of officers to fill the positions open for election at the Annual Meeting.

Section 4. Such other committees, standing or special, shall be appointed by the President as the Board of Directors shall from time to time deem necessary to carry on the work of the Corporation. The President shall be ex officio member of all committees except the Nominating Committee.

Section 1. The fiscal year of the Corporation shall be January 1 through December 31.

Section 1. Indemnification. Officers, Directors and Staff of this Corporation, and their private property, shall not be liable in any manner for the Corporation’s debts, obligations, undertakings or liabilities, which may accrue from time in any manner by reason of the ownership, administration or distribution of the corporate property or funds, or by reason of any acts of commission or omission on their part in the conduct of the corporate affairs, so long as they act in good faith.

The Officers, Directors and Staff shall not be liable or accountable in any manner for honest mistakes or errors of judgement, nor for errors or wrong doings of agents, brokers attorneys or servants, nor for interest on funds temporarily idle. They shall have the right, at all times and in all manners, to act upon any information or evidence deemed by them reliable without incurring any personal liability or responsibility of any kind.

Section 2. Execution of Instruments. All instruments of assignments, transfer, conveyance, release and contracts including checks exceeding a value established in the policy manual, notes and drafts requiring execution of the Corporation shall be signed by the President with attestation of the Treasurer.

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Section 1. All meetings of the Board of Directors of the Corporation shall be conducted pursuant to ROBERT’S RULES OF ORDER, NEWLY REVISED, except to the extent and degree that other procedural requirements are set forth by law, the Articles of Incorporation, or these bylaws.

Section 1. Conflict defined. A conflict of interest may exist when the interests or activities of any director, officer or staff member may be seen as competing with the interest or activities of this corporation, or the director, officer or staff member derives a financial or other material gain as a result of a direct or indirect relationship.

Section 2. Disclosure required. Any possible conflict of interest shall be disclosed to the board of directors by the person concerned, if that person is a director or the president of the corporation, or to the president, or to such person or persons as he or she may designate, of the person is a member of the staff.

Section 3. Abstinence from vote. When any conflict of interest is relevant to a matter requiring action by the board of directors, the interested person shall call it to the attention of the board of directors or its appropriate committee and such person shall not vote on the matter; provided however, any director disclosing a possible conflict of interest may be counted in determining the presence of a quorum at a meeting of the board of directors or a committee thereof.

Section 4. Absence from discussion. Unless requested to remain present during the meeting, the person having the conflict shall retire from the room in which the board or its committee is meeting and shall not participate in the final deliberation or decision regarding the matter under consideration. However, that person shall provide the board or committee with any and all relevant information.

Section 5. Minutes. The minutes of the meeting of the board or committee shall reflect that the conflict of interest was disclosed and that the interested person was not present during the final discussion or vote and did not vote. When there is doubt as to whether a conflict of interest exists, the matter shall be resolved by a vote of the board of directors or its committee, excluding the person concerning whose situation the doubt has arisen.

Section 6. Annual review. A copy of this conflict of interest bylaw shall be furnished each director, officer and senior staff member who is presently serving the corporation, or who may hereafter become associated with the corporation. This policy shall be reviewed annually for the information and guidance of directors, officers and staff members. Any new directors, officers or staff members shall be advised of this policy upon undertaking the duties of such office.

Section 1. These Bylaws may be repealed or amended by a two-thirds vote of the Board of Directors at any regular meeting or special meeting of the Board called for such purpose, at which a quorum is present; provided however, no such action shall change the purpose of the Corporation so as to impair its rights and powers under the laws in the state of Incorporation, or to waive any requirements of bond or any provision for the safety and security of property and funds of the Corporation or its Directors or to deprive any Director without his/her express consent of rights, privileges, or immunities then existing; and further provided that notice of any proposed amendments or repeals shall be sent to all Board of Directors members at least 30 days in advance of the meeting.

These Bylaws approved April 12, 1988
Amended April 03, 1990
Amended February 7, 1995
Revised March 25, 1996
Approved February 2, 1997
Approved January 28, 2000

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