BYLAWS of the NATIONAL ASSOCIATION OF RC&D COUNCILS, INC.
ARTICLE I
Membership
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.
ARTICLE II
Board of Directors
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
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
ARTICLE V
Executive Committee
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.
ARTICLE VIII
Indemnification, Execution of Instruments, Dissolution
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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ARTICLE IX
Parliamentary Authority
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.
ARTICLE X
Conflict of Interest
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.
ARTICLE XI
Amendment of Bylaws
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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