Friends
Of Rockfish Watershed ByLaws
ARTICLE
1
Name
The
name of this non-profit corporation is Friends Of Rockfish Watershed
(hereinafter FOR Watershed).
ARTICLE
2
Purpose
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.
ARTICLE
3
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.
ARTICLE
4
Authority
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.
ARTICLE
5
Membership
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.
ARTICLE
6
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
6.
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.
ARTICLE
7
Officers
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.
ARTICLE
8
Staff
Section 8.01
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.
ARTICLE
9
Committees
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.
ARTICLE
10
Fiscal
Year
Section 10.01
The
FOR Watershed fiscal year shall be concurrent with the calendar year, and shall
run from January 1 through December 31.
ARTICLE
11
Finances
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.
ARTICLE
12
Budget
Section 12.01
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.
ARTICLE
13
Parliamentary
Authority
Section 13.01
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.
ARTICLE
14
Amendment
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.
ARTICLE
15
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.
Section 15.02--
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.
Section 15.03--
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
___________________________________
Ron
Duddleston
___________________________________
Diane
Lynn Williams Easley
___________________________________
Joan
W. Habel
___________________________________
Michael
LaChance
___________________________________
Constantine
"Conny" Roussos
___________________________________
Ginny
Sonne-Peterson
___________________________________
Hughes
C. Swain
Draft 7 -- December
17, 2001