Friends Of Rockfish Watershed ByLaws
The name of this non-profit corporation is Friends Of Rockfish Watershed (hereinafter FOR Watershed).
FOR Watershed will transact all lawful business for which non-stock corporations may be incorporated under Virginia law.
FOR Watershed is organized exclusively for charitable, educational, scientific, and community welfare purposes.
FOR Watershed's purpose is to safeguard the health, scenic beauty, and cultural heritage of the Rockfish River and its Watershed which includes both surface and ground waters.
FOR Watershed's methods for attaining its purpose include, but are not limited to: public education about watershed issues to instill a watershed ethic, and scientific stream monitoring of the Rockfish River watershed.
Geographical Scope and Offices
Section 3.01 -- Geographical Scope
Authority for designating the geographical area served by FOR Watershed shall be vested in the Board of Directors (hereinafter Board).
Section 3.02 -- Principal Office
The principal office of FOR Watershed is located in Nelson County, Commonwealth of Virginia.
Authority for designating the principal office of FOR Watershed shall be vested in the Board.
Section 4.01 -- Overall FOR Watershed Authority
FOR Watershed shall be empowered to obtain, receive, hold, administer, and expend property and funds and to acquire by gift, devise, purchase, bequest, grant or otherwise, absolutely or in trust, and to hold, and unless otherwise restricted by the terms of the gift or devise, to encumber, convey or otherwise dispose of any real property or interest therein, including but not limited to easements in gross or such other interests in real estate of not less then five years duration, or any estate or interest therein in accordance with the policies and principles provided by the Board. Such properties, funds, or real property shall be secured in accordance with sound principles and policies pertaining to fund raising for non-profit corporations.
Section 4.02 -- Execution of Instruments
The Board may authorize any officer(s), agent(s), to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, FOR Watershed, and such authority may be general or confined to specific business.
Section 4.03 -- Bonding
The Board may determine which persons have major responsibilities for handling FOR Watershed moneys and securities, and may require such persons to be bonded at FOR Watershed's expense, in such amounts as the Board shall determine.
Section 4.04 -- Loans
Board resolution is required for FOR Watershed loans and evidences of indebtedness.
Section 4.05 -- Membership
FOR Watershed membership determines its general direction and shall have Board representation.
Section 4.06 -- Board of Directors
The Board's operations in governing FOR Watershed is defined by statute, Articles of Incorporation, and Bylaws.
The Board is FOR Watershed's functioning governing body, responsible for, and empowered to engage in, business necessary to achieve FOR Watershed's goals.
The Board shall have control and management of, general supervision over, make policy for, and direct all FOR Watershed's affairs and business.
No Director shall have any right, title, or interest in or to any FOR Watershed property.
The Board shall only act in FOR Watershed's name when regularly convened by its Chairman after all directors are given due notice of the meeting.
Section 4.07 -- Existence and Dissolution
FOR Watershed is to have perpetual duration and succession in its corporate name.
FOR Watershed's existence began on October 17, 2001, the date when the Certificate of Incorporation was issued.
The Board shall submit a proposal for dissolution to the membership. The membership must approve dissolution by more than 2/3 of all votes cast at a meeting where a quorum exists.
Upon dissolution of the organization, any assets remaining after payment of, or provision for, its debts and liabilities shall, consistent with the purposes of the organization, be paid over to charitable organizations, exempt under the provisions of Section 501(c)(3) of the U.S. Internal Revenue Code or corresponding provisions of subsequently enacted federal law, as determined by the membership.
No member, trustee, officer, or any private individual shall be entitled to share in the distribution of any of the corporate assets upon FOR Watershed's dissolution.
Section 5.01 -- Authority
The Board shall provide FOR Watershed membership through its adopted and amended policies.
Section 5.02 -- Classes of Members
FOR Watershed shall have one class of members (hereinafter Membership), comprised of individuals, organizations, institutions interested in promoting the purposes of FOR Watershed, who apply for membership with Board acceptance.
Section 5.03 -- Membership Benefits
Members in FOR Watershed shall have the right: to be informed of FOR Watershed activities; to receive any newsletters, research papers, position papers, or other FOR Watershed publications; to be timely notified of all membership meetings and matters requiring a vote; to serve on the Board, standing, or ad hoc committees; to lay before the Board, any Board member, standing or ad hoc committees, or committee member, any business related and/or relevant to FOR Watershed's purpose, goal, objective, or undertaking at any time and to receive information, advice, and/or assistance from FOR Watershed pertaining to the achievement of goals, without charge, except as the Board provides otherwise.
All members shall have voting rights as outlined in Article 5, Section 5.04 of these Bylaws. All members shall have additional membership benefits, rights, and privileges as determined by the Board.
Section 5.04 -- Voting
Each member shall be entitled to one vote for each Board member position at the annual or special membership meeting, and one vote on each matter submitted to a vote.
Section 5.05 -- Transfer of Membership
FOR Watershed membership is neither transferable nor assignable without written Board consent.
Section 5.06 -- Termination of Membership
The Board may request the resignation, or terminate the membership, of any member, whether an individual, organization or institution, for any act or omission, which the Board deems inconsistent with, or harmful to, accomplish, or interferes with accomplishing, FOR Watershed's purposes.
Section 5.07 -- Annual Membership Meeting
The Board shall provide for an annual FOR Watershed membership meeting.
The Board shall set the date, time, and place of the annual meeting.
Notice of an annual membership meeting will be made at least once a week for two successive weeks in a newspaper published in Nelson County, VA, or having a general circulation therein, the first publication to be not more than 60 days, and the second not less than 7 days, before the date of the meeting.
At least 10 days before the annual meeting, the Secretary shall make a complete list comprising the members' names and addresses. This list shall be subject to inspection during usual business hours within 10 days of the annual meeting.
The business shall include: electing Board members whose terms have expired, officer and committee reports, membership voting on any issue laid before it at Board discretion, other business laid before the membership, and any other business.
All FOR Watershed members shall be given the opportunity to lay before the meeting, under the heading of "new business," such matters as they may wish to have considered.
Section 5.08 -- Special Membership Meetings
Special membership meetings shall be held whenever called by the Chairman, the Board, or not less than 1/4 of all members.
Special membership meetings are called to act on matters outside the normal course of business, including, but not limited to: amending the Articles of Incorporation or Bylaws, plan of merger, dissolution, or sale of substantially all of FOR Watershed's assets other than in the ordinary course of business.
Notice of special membership meetings to act on amending the Articles of Incorporation, or Bylaws, plan of merger, or dissolution shall include the proposed amendment, plan of merger, dissolution, or sale of substantially all of FOR Watershed's assets other than in the ordinary course of business.
A director may be removed only at a meeting called for the purpose of removing him.
The meeting notice shall state that the purpose, or one of the purposes, of the meeting is removal of the director.
The date, time, and place shall be stated in the notice of each meeting.
The record date to determine members entitled to notice shall be the close of business on the day before the effective date of the notice to the members.
Notice of all special membership meetings shall be given, in the manner provided above, not less than 25 nor more than 60 days before the day of the meeting, and shall include the purpose of the meeting.
At least 10 days before the special meeting, the Secretary shall make a complete list comprising the members' names and addresses. This list shall be subject to inspection during usual business hours within 10 days of the special meeting.
Section 5.09 -- Quorum
The presence in person of 10% members shall constitute a quorum at any membership meeting. Less than a quorum may adjourn the meeting to a fixed time and place, no further notice of any adjourned meeting being required.
A majority membership vote at a meeting where a quorum is present shall be necessary to adopt any matter.
Section 5.10 -- Minutes & Regularity of Meetings
The President shall preside over all membership meetings.
If not present, the Vice President shall preside.
If neither officer is present, a Chairman shall be elected by the members present.
The FOR Watershed Secretary shall act as Secretary of all meetings.
If not present, the Chairman shall appoint a Secretary of the meeting.
Board of Directors
Section 6.01 -- Number
The number of FOR Watershed Board members shall be fixed by the Board.
The Board shall have up to 12 and not fewer than 7 members including the President, Vice-President, Secretary, and Treasurer.
Section 6.02 -- Qualifications
The Board shall be elected from the FOR Watershed membership at an annual membership meeting.
Board composition shall be broadly representative of the entire community in FOR Watershed's service area.
The Board will be composed and elected so as to comply with Virginia Law and agency contract requirements.
Each Director's allegiance, devotion, and personal commitment shall be to FOR Watershed and its objectives.
Directors must be a minimum of 18 years old.
Section 6.03 -- Meetings
The purpose of a regular Board meeting is to conduct FOR Watershed's ordinary business.
Regular Board meetings shall be held at a time and place designated by the Chairman, or the Board at the previous regularly scheduled meeting.
The President may call a special meeting of the Board, or the Secretary may call a special meeting upon any 5 Board members' request.
Notice of each meeting shall be given to each director not less than 5 days before the meeting.
Section 6.04 -- Quorum
A majority of the number of Board members actually in office shall constitute a quorum for conducting Board affairs except as otherwise provided herein.
Section 6.05 -- Nomination, Election, and Term of Office.
Successors to Directors whose terms are expiring shall be elected at each FOR Watershed annual meeting. Board members shall be nominated by, and elected from, FOR Watershed's membership.
Directors are elected by a plurality of membership votes in the election at a meeting where a quorum is present.
Directors shall be elected to serve for a period of three (3) years, or until a successor is qualified. Terms shall be staggered. The initial Board shall be constituted by three classes of three, one class serving for one year, one class serving for two years, and one class serving for three years.
Class of 2002:
1. Peter A. Agelasto, III
2. Michael LaChance
3. Ginny Sonne-Peterson
Class of 2003:
4. Ron Duddleston
5. Hughes C. Swain
Class of 2004:
7. Diane Lynn Williams Easley
8. Joan W. Habel
9. Constantine "Conny" Roussos
No Board member shall serve more than two consecutive terms. A term limited Board member shall not serve for 1 year before being eligible to serve again.
Section 6.06 -- Resignation
Any Board member may resign his/her position by written resignation to the Board, received by the Secretary, at which time the Board shall accept said resignation.
Section 6.07 -- Removal
The membership shall be empowered to remove any Board member from his/her position at a special membership meeting, by a 2/3 vote, for any act or behavior, or by any omission deemed by the Board to be inconsistent with, or in any way harmful to, the accomplishment of the FOR Watershed purpose, and shall do so when appropriate. Any director may be removed by majority vote of FOR Watershed members in attendance. The created vacancy may be filled at the same special membership meeting.
A Board member shall be dropped for excess absences when s/he has 3 unexcused absences from Board meetings in a year.
Section 6.08 -- Compensation
Directors shall not receive compensation for their service except for expense reimbursement incurred by them in performance of official duties on behalf of FOR Watershed, and with Board approval.
FOR Watershed may pay reasonable compensation to its members or employees for services rendered, and corporate related expenses.
Section 6.09 -- Annual Report
The Board shall prepare an annual report regarding FOR Watershed activities for presentation at the annual FOR Watershed membership meeting.
Section 6.10 -- Voting
Each director shall have one vote.
A majority vote by the directors present at a meeting where a quorum is present shall be the act of the Board, unless the vote of a greater number is required by law, Articles of Incorporation, or Bylaws.
Section 6.11 -- Filling Vacancies
Board vacancies, including a vacancy resulting from an increase, shall be filled by membership election at an annual or special meeting. A Director elected to serve an unexpired term shall serve only for the remainder of that term.
Section 6.12 -- Duties
It shall be the Board's duty to:
(a) Perform any and all duties imposed on them collectively or individually by law, Articles of Incorporation, or Bylaws;
(b) Have general charge of the operation and management of FOR Watershed's affairs, funds, and property.
(c) Appoint and remove, employ, supervise, discharge, prescribe duties and fix compensation, if any, of all FOR Watershed's officers, agents, and employees;
(d) Meet at such times and places as required by these Bylaws.
(e) Establish the annual membership fee, and other fees, as needed to be assessed from the members.
No publication, letterhead, conference agenda, meeting announcement, or grant proposal using the name "Friends Of Rockfish Watershed" or the FOR Watershed logo shall be issued without the Board's prior written approval. Only the Board may approve the fund solicitation or use FOR Watershed's name for funding purposes of FOR Watershed activities such as conferences, workshops, coordinator salaries, etc. No FOR Watershed partner organization may solicit funds for FOR Watershed projects without written Board permission.
Section 6.13 -- Non-Liability of Directors
Directors shall not be personally liable for FOR Watershed's debts, liabilities, or other obligations.
Section 7.01 -- Title and Number
The FOR Watershed officers shall be President, Vice-President, Secretary, Treasurer, and other officers deemed necessary and appropriate by the Board.
Section 7.02 -- Election
The Board shall elect from among their members a President, a Vice President, a Secretary, and a Treasurer according to regular parliamentary authority. Such elective process shall occur at a regular meeting of the Board except as prescribed otherwise in the Bylaws.
The same individual may simultaneously hold more than one office.
The President shall be Chairman of the Board.
Section 7.03 -- Term of Office
Officers shall serve for 1 year, and until their respective successors are elected. The new term shall begin at the close of the regular Board meeting at which they are elected.
Section 7.04 -- Resignation
Any officer may resign his/her position by written resignation to the Board, at which time the Board shall accept said resignation.
The Board shall fill the created vacancy no later than the next regularly scheduled Board meeting.
Section 7.05 -- Removal
The Board shall be empowered at a special meeting to remove any officer from his/her position, for any act or behavior or by omission deemed by the Board to be inconsistent with, or in any way harmful to, the accomplishment of the FOR Watershed purpose, and by 2/3 majority of the full Board, shall do so when appropriate. Any officer elected by the Board may be removed by the Board whenever in its judgment the best interests of FOR Watershed would be served thereby.
The created vacancy may be filled at the special meeting, or shall be filled no later than the next regularly scheduled Board meeting.
Section 7.06 -- Vacancies
A vacancy in any office may be filled by the President, with the advice and consent of the Board, for the unexpired portion of the term.
Section 7.07 -- Duties and Responsibilities
FOR Watershed officers shall perform duties prescribed by these Bylaws, and parliamentary authority adopted by the Board.
Section 7.07.1 -- The President
The President shall:
1. Exercise general supervision of FOR Watershed affairs in accordance with FOR Watershed Articles of Incorporation, these Bylaws, and any other Board policies and procedures;
2. Convene regularly scheduled Board meetings;
3. Call special meetings if necessary;
4. Preside at all Board, ExCom, and Membership meetings;
5. Serve as a voting ex-officio member of all committees;
6. Act in an advisory capacity to all members;
7. Present an annual report of FOR Watershed's work at each annual meeting;
8. See all books, reports, and certificates required by law are properly kept or filed; and
9. Be one of the officers who may sign FOR Watershed's checks or drafts.
Section 7.07.2 -- The Vice-President
The Vice-President shall:
1. Perform the duties and exercise the powers of the President during the absence or inability of the President to render and perform his/her duties or exercise his/her powers;
2. Become President in case of removal, death, or resignation of the President from office;
3. Whenever the President transmits to the Board his written declaration that he is unable to discharge the powers and duties of his office, and until he transmits to them a written declaration to the contrary, such powers and duties shall be discharged by the Vice President as Acting President; and
4. Perform such other duties as the Board or the ExCom may assign.
Section 7.07.3 -- Secretary
The Secretary shall:
1. Provide timely mailing or delivery of all board, committee, and membership meeting notices when notice required;
2. Prepare and disseminate communication with the FOR Watershed membership, correspondence with agencies, other corporations, institutions, or individuals as deemed necessary and appropriate by the Board;
3. Prepare and maintain a record (minutes) of all FOR Watershed meetings;
4. Be custodian of all FOR Watershed records, including a current membership list;
5. Prepare the annual report required to be filed with the Corporation Commission;
6. File certificates required by federal or state statutes;
7. Have custody of the corporate seal, and shall affix it at the President's, or majority of Board members' direction; and
8. May be one of the officers required to sign FOR Watershed's checks and drafts.
Section 7.07.4 -- Treasurer
The Treasurer shall:
1. Have overall authority and responsibility for proper management of FOR Watershed financial affairs;
2. Supervise and ensure disposition of all funds in FOR Watershed's name in such depository or depositories as the Board may designate or approve;
3. Ensure proper custody and safekeeping of all records and documents relating to FOR Watershed's financial status;
4. Keep proper books of account which shall be open at all times to Board inspection;
5. Render to the Board, upon request, a report of all activities as Treasurer;
6. Render a written statement of financial condition of FOR Watershed at each regular Board meeting, and at other times as shall be required of him/her;
7. At least once annually, submit to the Board a statement of the financial condition of FOR Watershed, certified by independent accountants if required by the Board, consisting of a balance sheet and related statements of income and expense, and of the status of and changes in, all funds for the preceding fiscal year;
8. Maintain care and custody of all FOR Watershed's monies and shall be solely responsible for FOR Watershed's monies or securities;
9. Chair the finance committee;
10. Manage, with the finance committee, the Board's review and action related to the Board's financial responsibilities;
11. Must be one of the officers who shall sign FOR Watershed's checks or drafts. No special fund may be set aside that makes it unnecessary for the Treasurer to sign the checks issued upon it; and
12. Prepares Virginia and IRS Tax forms -- IRS 990, etc.
13. The Board may require the Treasurer to be bonded.
Section 7.08 -- Compensation
No officer shall by reason of his office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer from receiving compensation from FOR Watershed for duties other than as an officer.
Section 7.09 -- Liability of Officers
No officer shall be liable or responsible for any action taken pursuant to Board authorization in accordance with the provisions of the Articles of Incorporation and these Bylaws or for any legal action brought against FOR Watershed, and FOR Watershed shall exonerate and hold harmless each officer therefrom.
The Board shall be empowered to provide for such staff as deemed necessary and appropriate for carrying out the FOR Watershed purpose. Sole authority for this provision rests with the Board.
Section 9.01 -- Committees
FOR Watershed shall have standing or ad hoc committees as may, from time to time, be designated by Board resolution.
Section 9.02 -- Executive Committee
The Board may form an Executive Committee (hereinafter ExCom). If established, the ExCom shall consist of the President, Vice President, Secretary, Treasurer, and Executive Director, if any. All other Board members are voting ex officio ExCom members, and may be active participants in the ExCom's decision making process.
It shall have and may exercise all Board powers between Board meetings; except the ExCom shall not modify any previous Board action.
A report of ExCom actions is made at the next Board meeting.
A majority of ExCom members shall constitute a quorum.
The ExCom may determine the manner and form of its proceedings and the time, place, and notice to be given for regular or special meetings. Unless otherwise restricted by these Bylaws, any action required or permitted to be taken at any ExCom meeting may be taken without a meeting, if prior to such action a written consent is submitted to all ExCom members, signed by a majority, and filed with the ExCom minutes.
Section 9.02 -- Finance Committee
The Treasurer is chair of the Finance Committee, which includes three other Board members appointed by the Board.
It shall be the duty of this committee to prepare the budget for the fiscal year and to submit it to the Board for approval by its regular December meeting.
Annual reports must be submitted to the Board showing income, expenses, and pending income.
FOR Watershed's financial records are public information, and shall be made available to the membership, Board members, and the public.
Section 9.03 -- Auditing Committee
The Board shall examine the Treasurer's accounts at the close of the fiscal year and report to the membership at the annual meeting.
Section 9.04 -- Committee Meetings
Committee meetings and action shall be governed by, and held in accordance with, regular parliamentary authority.
Section 9.05 -- Appointment
The President, with the advice and consent of the Board, shall appoint chairmen of all standing and ad hoc committees, and such chairmen shall be chosen from the Board or FOR Watershed membership.
The FOR Watershed fiscal year shall be concurrent with the calendar year, and shall run from January 1 through December 31.
Section 11.01 -- Funds
The Board shall establish funds as deemed necessary to carry on FOR Watershed affairs.
Section 11.02 -- Disbursement
All checks drawn on any FOR Watershed account, internal transfers of funds, all expense reimbursements, and all other checks shall require one signature and shall be signed by the Treasurer or, in the event of the unavailability of the Treasurer, by such other person or persons, designated by the Board or the ExCom in writing, except as otherwise provided elsewhere in these Bylaws. Every reimbursement of $500.00 or more shall be made by check, signed by the Treasurer and counter-signed by the President or such other Director as the Board or the ExCom may designate in writing. This limit does not apply to standard contractual payments such as payroll checks, tax obligations, expenditures of grant money for required grant purposes, or specific payments authorized in advance by the Board or ExCom.
FOR Watershed shall operate on a zero-based, line item budget, prepared by the Finance Committee and approved by the Board at the regular December Board meeting. The Board or the ExCom may amend the budget. The budget as amended by the ExCom shall be reported to the Board at its next meeting for consideration and approval.
Any budget amended by the ExCom shall, without need for further action, authorize the Treasurer to advance the amounts included in the budget periodically upon receipt of appropriate vouchers.
The Treasurer shall make no advancements and no officer, Board member, or employee shall incur any obligation or expense for any item not included in the budget, or in excess of the amount specified therein without prior Board or ExCom approval.
Parliamentary authority for FOR Watershed shall be vested in the Board. The rules contained in General Henry M. Robert, Robert's Rules of Order Revised, (New York: Morrow Quill Paperbacks, 1979) shall govern all FOR Watershed membership, Board, and committee meetings, unless they are inconsistent with the Bylaws, or any special rules of order adopted by the Board.
Section 14.01 -- Articles of Incorporation
The Articles may be amended by a 2/3 vote of the membership present at an annual or special meeting.
Section 14.02 -- Bylaws
The Bylaws may be amended by a 2/3 vote of the membership present at an annual or special meeting.
Construction and Terms
Section 15.01 --
If there is any conflict between the provisions of these Bylaws and a valid statute of the Commonwealth of Virginia, then the statute shall govern.
If there is any conflict between the provisions of FOR Watershed's Articles of Incorporation and these Bylaws, then the Articles of Incorporation shall govern.
Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.
Adoption of Bylaws
These Bylaws were approved at a Board of Directors meeting of Friends Of Rockfish Watershed on December 17, 2001.
We, the undersigned, are all of the initial directors of FOR Watershed, and we consent to, and hereby do, adopt the foregoing Bylaws, consisting of 15 preceding pages, as the Bylaws of this corporation.
Dated: December 17, 2001
Peter A. Agelasto, III
Diane Lynn Williams Easley
Joan W. Habel
Constantine "Conny" Roussos
Hughes C. Swain
Draft 7 -- December 17, 2001