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Newsletters |
SALMON DRIFT CREEK WATERSHED COUNCIL BYLAWS Corporate Bylaws Adopted June 17, 2005
The Name of this corporation is Salmon Drift Creek Watershed Council (SDCWC). SDCWC was originally established and continues to operate as a watershed council under ORS 541.350-541.415. SDCWC is a Public Benefit Nonprofit Corporation incorporated in Oregon on May 31, 2005, Registry # 291221-99 and tax-exempt under section 501(c)(3) of the Internal Revenue Code. The mailing address for the office of the Council shall be c/o Katie McKenzie, P.O. Box 131, Neotsu, Oregon 97364-0131 unless otherwise determined by the Board of Directors.
The purpose of SDCWC is to affect changes in the watershed to promote
the protection or restoration of healthy fish and wildlife resources,
water quality, water quantity, and overall watershed health by assessing
the condition of the watershed, determining restoration strategies, developing
and implementing projects and monitoring results. The objectives of SDCWC are: A. To prepare and implement a watershed action plan that identifies issues, and sets goals and priorities for actions to protect and enhance the watershed. B. To provide both a public forum and outreach programs for education, cooperation and citizen involvement in issues relating to the overall health of the watersheds. C. To conduct water quality monitoring programs throughout the watersheds. D. To work with city planners, water officials, citizens and others to encourage and promote water conservation. E. To work with government agencies, non-profit groups and others to seek funding and other resources to fulfill these goals. ARTICLE III - SDCWC Participants A. SDCWC shall reflect a balance of interests in the community. Participants may include interested citizens, private landowners and representatives from federal, state and local agencies or organizations. Each agency, organization or entity may appoint its own representative to participate at SDCWC Council Meetings. No individual or group may further their own agenda by using the name of SDCWC without its permission. SDCWC Council Meetings are open to all. B. The Board of Directors at its discretion may ask Participants to vote on certain matters at Council Meetings. Participants eligible to vote must have attended 3 of the last 6 Council Meetings. Decisions at Council Meetings will be determined by a simple majority vote of eligible Participants present at the Council Meeting.
A. The Board is responsible for ensuring that the purpose and objectives of SDCWC are met legally. The Board shall have full power and authority over the affairs of SDCWC in accordance with the Bylaws. B. The Board shall be selected from SDCWC Participants. The Board shall
be elected by a simple majority vote of the Board at the February Board
meeting every year. The term for Board members shall be two years, except
for the initial Board whose terms shall be staggered according to Board
resolution. Any vacancy on the Board due to resignation or removal of
a Director may be filled as soon as practicable by a majority vote of
the Board. D. A Board member with three consecutive absences from Board meetings may be asked by the President to resign from the Board. A Board member may be removed from office with or without cause by the vote of 2/3 of the Board members in office.
A. Elected Officers shall consist of a President, Vice President, Secretary and Treasurer. B. Officers shall be elected by and from the Board by simple majority vote at the February Board Meeting each year, or at such other time as designated by the Board. Officers will begin their term upon election. Any vacancy of an officer position due to resignation or removal of an Officer may be filled as soon as practicable by a Director elected by a majority vote of the Board. An Officer may be removed from their position by a majority vote of the Board at a Board Meeting. C. All terms of office shall be for two years from the date of election. D. Duties: If necessary, one Officer may perform the duties of any two Officers’ positions. 1. President - The President presides at Board and Council Meetings, coordinates the Board and oversees contractors. 2. Vice President - The Vice-President serves as President in the absence or incapacity of the President, and aids in overseeing contractors. 3. Secretary - The Secretary is responsible for recording, maintaining and reviewing official records of Board and Council meetings and actions.
. A. The Board shall make decisions on the basis of a majority vote of the quorum present at a meeting except for removing a Director at Art IV, B and terminating paid staff in Art VIII, B and where the law requires a majority vote of the Directors in office to establish committees to exercise board functions (Art. VII), to amend the Articles of Incorporation, to sell assets not in the regular course of business, to merge, or to dissolve. A Director is considered present if by use of any means of communication, all Directors participating may simultaneously hear each other during the meeting. A quorum at any Board meeting shall consist of a majority of the number of Directors in office immediately prior to a Board meeting. The Board may act without a meeting provided that the action is in writing, consented to by all Directors and filed as a Board resolution. B. The Board shall meet for regular Board meeting at times and places determined by the Board. C. Participants shall meet for Council Meetings at times and places determined by the Board. Written advance notice shall be provided to all members of the Board and members of the public who have expressed interest in receiving notice. Such notice may include major topics for discussion or action. D. Special meetings of the Board may be called at times and places determined by the President or by two members of the Board. Notices of special meetings shall be delivered by phone or email to each Director and shall include the major reason for the meeting. ARTICLE VII- Committees A. The Board may establish Committees to conduct SDCWC business or implement specific SDCWC actions. It the Board establishes Committees that exercise Board functions, such Committees shall be established by a majority vote of all Directors in office, and such Committees shall operate with the same notice, quorum, voting and recordkeeping requirements as the Board. ARTICLE VIII-Finances A. The Board shall be responsible for all assets and funds of SDCWC and for developing the budget and reviewing and monitoring its implementation. Except as otherwise specifically determined by resolution of the Board, checks, drafts, promissory notes, orders for the payment of money and other evidence of indebtedness of SDCWC shall be signed by the President and Treasurer, or any two Officers. 2. Board members may hold contracts connected to SDCWC but may not vote on matters pertaining to such contracts. Board members will comply with the Conflicts of Interest Policy adopted by the Board. 3. Functions and Duties - Paid staff shall perform those duties agreed upon with the Board and subsequently specified in a formal job description or pursuant to an independent contractor's agreement. 4. Termination - Paid staff may be terminated, without cause, by a majority vote of all Directors in office. ARTICLE IX -Dissolution If SDCWC dissolves, the Board shall distribute all assets to exempt purposes within the meaning of section 501 (c)(3) of the Internal Revenue Code or contribute to the federal, state or local government for a public purpose. ARTICLE X - Amendments The Bylaws of SDCWC may be altered, amended, or repealed and new bylaws may be adopted by the affirmative vote of a majority of the quorum of Board members present at a Board meeting. Notice of intent to amend the Bylaws and a description of such amendments shall be emailed or mailed to each Board member with the agenda for the meeting at which the vote takes place at least two weeks prior to such meeting. ARTICLE XI-Fiscal Year The fiscal year for the organization shall begin on July 1 and end on June 30 of each year. Article XII-Insurance: SDCWC and its Board, Officers, employees and agents, acting within the scope of their employment or duties, shall be protected against liability as part of the insurance provided to the Oregon Watershed Enhancement Board, and the Board may acquire additional insurance as determined by the Board. The Board shall ensure that the Watershed Council Self-Insurance is in effect for SDCWC. |