BY-LAWS OF
ANTIETAM WATERSHED ASSOCIATION
ARTICLE I - NAME
The name of this incorporated non-profit Pennsylvania Corporation is The Antietam Watershed Association.
ARTICLE II- PURPOSES The mission of The Antietam Watershed Association is to promote conservation of the natural resources of The Antietam Creek watershed by involving the community in watershed protection through conservation projects, land use planning, and educational programs and to preserve the Antietam Creek as a resource for the community, protect the regional water supply, and, proceed as a cooperative effort of community members and municipalities.
ARTICLE III - OFFICES The principal business office of The Antietam Watershed Association shall be at such location as the Board of Directors may from time to time determine.
ARTICLE IV - MEMBERS Section 1. ELIGIBILITY FOR MEMBERSHIP. All interested persons and groups which support the purposes of the Organization may become members upon payment of dues and approval of application for membership by the Board of Directors. Memberships shall run from January 1 until December 31 of the year membership application is accepted.
Section 2. CLASSES OF MEMBERSHIP. The Board of Directors may by resolution establish one or more classes of membership. One or more, but not all, of such classes may be designated as non-voting classes of membership.
Section 3~ VOTING. Each voting member shall be entitled to one vote on each matter submitted to a vote of the members. Voting by mail will be permitted. There will be no voting by proxy.
Section 4. PROPERTY RIGHTS. No member shall have any right, title, or interest in any of the property or assets including any earnings or investment income of this Organization, nor shall any such property or asset be distributed to any member upon the dissolution of the Organization.
Section 5. POSITIONS. Positions taken by the Organization are not binding on the members.
Section 6. LIABILITY OF MEMBERS. No member of this Organization shall be personally liable for any of its debts, liabilities, or obligations nor shall any member be subject to any assessment.
Section 7. REMOVAL. The Board of Directors of the Organization may, at a board meeting, by vote of not less than two-thirds (2/3) of the board, remove any member of the Organization who, in the judgment of the directors, shall have violated or refused to comply with any of the provisions of these by-laws or such
Articles of Incorporation and rules and regulations as it may from time to time adopt, or who, in the opinion of the Board of Directors of this Organization, fails to support the purposes and objectives of this Organization
Section 8. REFUNDS. In case of the voluntary withdrawal, termination of membership, or removal of a member, no part of the contribution for membership or dues shall be refunded.
ARTICLE V-DUES The Board of Directors may by resolution establish and/or adjust rates of annual dues for the various classes of membership.
ARTICLE VI- MEMBERSHIP MEETINGS Section 1. RULES. The meetings shall be conducted according to Roberts Rules of Order, unless otherwise specified by the Board.
Section 2. ANNUAL MEETINGS. The annual meeting of the members shall be held in October of each year, at a time and place determined by the Board of Directors for the purpose of electing directors, for establishing priorities for the Organization, and for the transaction of such other business as may come before the meeting. All members shall be notified of the annual meeting at least 30 days in advance, and the notice shall state the time, place, and objective of the meeting.
Section 3. SPECIAL MEETINGS. Special meetings of members of the Organization may be called at any time by order of the board or may be called by the President at any time upon written request of at least 10 percent of the members. All members shall be notified of special meetings at least 30 days in advance, and the notice shall state the time, place, and objective of the meeting.
Section 4. VOTING. Each member, whether group or individual, shall be entitled to one vote upon each matter submitted to a vote at a meeting of the members present and voting and members voting by mail.
Motions made at meetings shall be adopted if voted on favorably by a majority of members present and voting.
Section 5. POWERS AND DUTIES OF MEMBERS. The members of the Organization shall have the following powers and duties:
1. They shall receive reports from the president, secretary, treasurer, committees, and staff of the Organization.2. The members shall elect the Board of Directors by a majority vote.
3. The members shall set the priorities of the Organization by means of a process developed and approved by the Board of Directors.
ARTICLE VII- BOARD OF DIRECTORS
Section 1. POWERS AND DUTIES OF THE BOARD. The Board of Directors shall, be vested with the management of the affairs of the Organization. The Board shall be charged with the development of programs and policies consistent with the purposes outlined in Article II and with the priorities consistent with the purposes outlined in Article II and with the priorities established by the members at the annual meeting. The Board of Directors shall have the power to receive and disperse funds, seek and accept contributions, enter into contracts, and authorize and terminate employment of staff and auditors. The Board of Directors shall prepare a budget and an annual work plan which reflects the priorities established by the members at the annual meeting and operate the Organization within the budget approved by the Board.
Section 2. COMPOSITION. The Organization shall have a Board of Directors of no less than 9 and no more than 21 members. Members of the Board shall represent member organizations' diverse interests and capabilities.
Section 3. ELECTION AND TENURE. The Board of Directors shall be elected by the members at the annual meeting of the members to serve a 3 year term. No director shall be eligible for re-election to a third consecutive term, and may not be re-elected until he or she shall have been out of office for at least one year. In the first year of the Organization, 1/3 of the membership of the Board will be elected to 1-year terms, 1/3 to a 2 year term, and the remaining elected members will serve 3-year terms. Thereafter, all board terms will be for 3 years.
Section 4. REGULAR MEETINGS. There shall be at least 4 regular meetings annually of the Board of Directors at such time, place, and hour as shall be determined by the Board of Directors from time to time.
The Board of Directors shall provide, by resolution, the time, place, and hour for holding of additional regular meetings of the Board. Meetings shall be conducted using Roberts Rules of Order, unless otherwise specified by the Board.
Section 5. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the President, or a majority of the Directors, by giving notice of the date, time, place and purpose of such meeting to all Directors at least two days in advance of such meeting.
Section 6. NOTICE. Written notice of the time and place of all regular Board of Directors meetings shall be mailed or e-mailed to each Director so as to be postmarked or e-mailed not less than 10 days before such meeting.
Section 7. QUORUM. Five members of the Board of Directors shall constitute a quorum provided that three of those members are members of the Executive Committee. Section 8. VOTING. Business is transacted upon a majority vote of the quorum except as otherwise specified within these by-laws.
Section 9. VACANCIES. Vacancies shall be filled by appointment by the Board of Directors until the next annual meeting, at which time a Director shall be elected to fill the unexpired or full term.
Section 10. REMOVAL OF DIRECTORS. A Director may be removed with just cause by a two-thirds (2/3) vote of Directors, as specified by statute. Neglect of duty by a Director shall be included as a cause for removal, and is defined as follows: any member of the Board who misses 3 consecutive meetings without notifying the Executive Director, President or Secretary beforehand of good cause for his or her absence, shall be considered unable or unwilling to fulfill the obligations and duties of a member of the Board of the Organization. Thereupon, that person may be removed from the Board of Directors and notified in writing of such action at least 10 days in advance of the meeting at which removal is to be considered. The vacancy shall be filled pursuant to Article VII, Section 9 of these by-laws.
Section 11. INDEMNIFICATION. The officers, Directors and employees of the corporation shall not be personally liable for its debts, liabilities, or other obligations. The Organization shall indemnify any person who was, is, or will be an officer, Director, or employee of the Organization, and any of such person's personal representatives, against all costs and expenses reasonably incurred by or imposed upon such person or personal representative in connection with or resulting from any action, suit, or proceeding to which such person or personal representative may be a party by reason of office, Directorship, or employment with the Organization. The Organization shall not provide such indemnification, however, if such person or personal representative is finally adjudicated in the above-described action, suit or proceeding to have acted in bad faith or to have been liable by reason of willful misconduct in theperformance of duties as an officer, Director, or employee of the Organization. Costs and expenses shall include, but are not limited to: attorneys' fees, damages, and reasonable amounts paid in settlement.
Section 12. PERSONAL LIABILITY OF DIRECTORS.
a). Directors of the Organization shall not be personally liable as such, for monetary damages for any action taken unless:
1. the Director has breached or failed to perform the duties of his office under the Pennsylvania Non-Profit Corporation Law, 15 PA G.S.A. Sections 571110 5717 (Subchapter B); and2. the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.
b). The provisions of subsection (a), above, shall not apply to:
1. The responsibility or liability of a Director pursuant to any criminal statute; Or2. The liability of a Director for the payment of taxes pursuant to Federal, State, or Local law.
ARTICLE VIII- OFFICERS Section 1. OFFICERS. The officers of the Organization shall be a president, a vice-president, a treasurer, a secretary and such other officers as may be elected with the provisions of this article. No one person may hold more than one office simultaneously. Officers whose authority and duties are not prescribed in these by-laws shall the authority to perform the duties prescribed from time to time by the Board of Directors.
Section 2. QUALIFICATIONS, ELECTIONS, AND TERM OF OFFICE. The president, vice-president, secretary, and treasurer shall be elected by and from the Board of Directors immediately after election for Board of Directors at the annual meeting of members. Term of office shall be 1 year and re-elections may occur yearly for a maximum of 4 years.
Section 3. VACANCIES. A vacancy in any office because of death, resignation, disqualification, or otherwise may be filled by the Board of Directors for the unexpired portion of the term.
Section 4: PRESIDENT. The President is the chief executive officer of the Organization and shall preside over meetings whenever possible.
Section 5: VICE-PRESIDENT. The Vice-President shall assist the chief executive in his or her duties, shall preside at meetings in the President's absence, and shall replace the President if necessary.
Section 6. SECRETARY. The Secretary shall keep the minutes of all proceedings of the Organization and make them available for inspection by any member at any reasonable time.
Section 7. TREASURER. The Treasurer shall keep all financial records current and in proper order and shall make said records available for inspection by any member at any reasonable time. The Treasurer shall be the custodian of all funds of the Organization subject to the direction of its members in good standing shall provide a financial report to the Board at each of its meetings, a report to the membership at the annual meeting, and a written report at the end of the Organization's fiscal year.
ARTICLE IX - STAFF Section 1. EXECUTIVE DIRECTOR. An Executive Director may be appointed annually by a majority vote of the Board of Directors and shall serve at its pleasure at a rate of compensation to be set annually. This position may be a part-time position.
Section 2. POWERS AND DUTIES OF THE EXECUTIVE DIRECTOR. The Executive Director shall serve as chief administrator of the Organization, serve as an ex-officio member of the Board of Directors, and carry out those duties which are prescribed by the Board of Directors. The Executive Director not be a voting member, is not eligible to be elected as a Director, and shall have no conflict of interest with the purposes of this Organization.
It shall be the responsibility of the Executive Director to manage the day-to-day affairs of the Organization, including the maintenance of records and membership lists, and these shall be made available for inspection by any member at any reasonable time. The Executive Director shall report to the Board of Directors on financial and operational affairs of the Organization at regular Board meetings and at other such times as the Board may direct, advise the Board on matters before them, and seek by his or her own efforts and by management of the Organization resources to carry out the annual work plan developed by the Board of Directors.
Section 3. OTHER STAFF. Upon authorization by the Board of Directors to maintain a staff, the Executive Director may recommend for hiring employees to fill those positions which the Board may approve; monitor, guide and be responsible for the performance of the employees; set their salaries within limits prescribed by the Board and approved by the Executive Committee; and recommend their discharge should there be in his or her judgment reasonable cause.
Section 4: REVIEW. The Executive Committee shall conduct an annual review of the Organization's employees and make recommendations to the Board.
ARTICLE X - COMMITTEES Section 1. COMMITTEES. Committees may be created by resolution of the Board of Directors. Except as otherwise provided in such resolution, members of each committee shall be members of the Organization and recommended by the President and approved by the Board. One member of each committee shall be appointed chairperson by the President. Committees shall make regular reports to the Board of their activities.
Section 2. EXECUTIVE COMMITTEE. The Executive Committee is a standing committee of the Organization composed of the President, Vice-President, Secretary, Treasurer and the immediate past President. Each president will spend the year following his or her term of office on the Executive Committee to provide administrative continuity and aid, and if the former president's term on the Committee would exceed 4 years, he or she shall serve as an ex-officio non-voting member of the Committee. The Executive Committee shall act in accordance with the direction of the Board of Directors under the established policies and budget.
The Executive Committee shall make recommendations to the Board of Directors concerning general operations, policies, and budgets. The Executive Committee shall serve as the liaison between the Organization and its employees. The Executive Committee shall meet at the call of the President.
Section 3. NOMINATIONS COMMITTEE. A nominations committee of five, at least two of whom are not members of the Board of Directors, and at least two of whom are members of the Board of Directors, shall be appointed annually by the President of the Organization with the approval of the Board of Directors. The nominations committee shall solicit nominations for Directors from the membership prior to the annual members meeting. The slate of candidates and a ballot shall be distributed 45 days prior to the election. No nominations shall be made from the floor of the annual meeting. Elections will be held by secret ballot. Ballots collected from Organization members present at the annual meeting and ballots received by mail at the Organization office by the day prior to the annual members meeting will be counted at the annual members meeting. The candidates receiving the most votes for available seats on the Board of Directors shall be considered elected.
Section 4: AD HOC COMMITTEES. Ad hoc committees may be created by the President. The President shall appoint chairs of ad hoc committees and members of ad hoc committees shall be determined by the appointed Chair.
ARTICLE XI- CONTRACTS, CHECKS, DEPOSITS, AND FUNDS Section 1. CONTRACTS. The Board of Directors may authorize any officer or officers, agent or staff members of the Organization to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Organization.
Section 2. DEPOSITS. All funds of the Organization not otherwise invested as provided for in Section 5 of this Article, shall be deposited in a depository insured by the FDIC and selected by the Board of Directors.
Section 3. CHECKS, DRAFTS, ETC. All checks, drafts, or other orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Organization shall be signed by such officer or officers, agent or agents of the Organization and in such manner as shall be determined from time to time by such determination by the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by the President or Vice-President of the Organization.
Section 4. GIFTS. The Board of Directors may accept on behalf of the Association any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Organization.
Section 5. INVESTMENTS. The funds of the Organization may be retained in whole or in part in cash or otherwise, or be invested and reinvested from time to time in such property, real, personal or otherwise, or stocks, bonds, or other securities, as the Board may deem desirable.
ARTICLE XII - BOOKS AND RECORDS The Organization shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, and other committees as submitted, and shall keep at the principal office a record giving the names and addresses of the members. The fiscal records will be audited on an annual basis.
ARTICLE XIII - FISCAL YEAR The fiscal year shall be the calendar year.
ARTICLE XIV - DISSOLUTION Dissolution shall occur by majority vote of the Board of Directors. Upon dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of the liabilities of the corporation, dispose of all assets of the corporation exclusively for the purposes of the corporation in such a manner, or to such organizations organized and operated exclusively for charitable, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c) (3) of the Internal Revenue Code of 1986 (or corresponding provisions of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any of such assets not so disposed of shall be disposed by the Court having jurisdiction over the dissolution of corporations organized under the Non-Profit Corporation Law of 1988,15 Pa. C.S.A., exclusively for such purposes or to such organizations, as the said Court shall determine which are organized and operated exclusively for such purposes.
ARTICLE XV - RATIFICATION AND AMENDMENTS Initial ratification of by-laws shall be by a two-thirds (2/3) vote of the Board of Directors. Provided that Article II, as originally adopted shall not in any way be contravened, by-laws may be amended at any meeting of the Board of Directors by a two-thirds (2/3) vote of the Directors present. At least 30 days prior notice of the proposed amendment(s) shall be given to the Board of Directors. Amendments become effective immediately upon passage.