Bylaws of the Watershed Alliance of Adams County
Article I: Name, Purpose and Offices
- The name of this organization shall be the Watershed Alliance of Adams County (Alliance).
- The registered office of the Alliance shall be the Adams County Conservation District Office located at 670 Old Harrisburg Road, Suite 201, Gettysburg, PA 17325. The organization may also have offices at such other places as the Board of Directors may from time to time appoint or the activities of the Alliance may require.
- The purpose of this Alliance shall be as stated in the articles of incorporation: to be a non-profit incorporated organization established to monitor, improve and protect water resources within Adams County.
- The Watershed Alliance of Adams County does not discriminate in its membership policies or the delivery of services on the basis of race, creed, color, ethnicity, national origin, religion, sex, sexual orientation, gender expression, age, or physical or mental ability.
Article II: Seal
- The organization may insert a seal after incorporation.
Article III: Members
- Those persons, corporations and entities that manifest an interest in the objects and purposes of this Alliance shall be eligible for membership.
- Submission of an application and payment of annual dues shall constitute election to the general membership.
- The annual dues, which may be different for each class of membership, shall be fixed by the Board of Directors and shall be payable at such time and by such methods of collection as the Board of Directors may prescribe.
- Classes of membership shall be determined by the Board of Directors and may include individual, corporate, family, honorary, and others.
- Each classification of membership shall entitle the holder to one vote. Membership privileges shall be equal for each membership class.
- Membership in this Alliance is not transferable or assignable.
Article IV: Meetings of Members
- The annual meeting of the members shall be held in March or April of each year when the members shall fill vacancies in the Board of Directors, hear annual reports from the Treasurer, officers and committee chairmen, and transact such other business as may be properly brought before the meeting. Written notice of the annual meeting stating the time, date and place thereof shall be given by or at the direction of the Secretary to each member of record at his last known postal or email address at least ten (10) days prior to the day of the meeting. If the annual meeting shall not be called and held within six (6) months after the last day in April, any member may call such meeting.
- Special meetings of the members may be called at any time by the President, or the Board of Directors, or upon written request by six (6) or more members. Upon the written request of the person or persons who called the special meeting, it shall be the duty of the Secretary to fix the time, date and place of the meeting, which shall be held not more than sixty (60) days after the receipt of the request. If the Secretary shall refuse or neglect to fix the time, day and place of the meeting, the person or persons calling the meeting may do so. Business transacted at all special meetings shall be confined to the objects stated in the call and matters germane thereto. Written notice of every special meeting stating the time, date and place and object thereof, shall be given at least five (5) or more days prior to the day of the meeting.
- At all meetings of the Alliance, with the exception of the meetings of the Board of Directors, a quorum shall consist of the majority of members present.
- Any item of business presented at the annual meeting or a special meeting of the Alliance shall be decided by a majority vote of the members present.
Article V: Directors
- The business and affairs of this Alliance shall be managed by its Board of Directors, which shall consist of not more than twelve (12) elected Directors who need not be residents of the Commonwealth but shall be members of this Alliance.
- Directors shall be elected by a majority vote of the members present at the annual meeting of the members of the Alliance. They shall serve for a term of three years, with one-third (1/3) of the Directors elected each year. A Director may not serve more than two (2) successive terms; however, after a one-year absence, a Director may be re-elected. The newly elected Directors shall take office at the next Board of Directors meeting following their election.
- Nominations for the Board of Directors by members shall be submitted in writing to the Secretary ten (10) days prior to the annual meeting. Nominations shall also be accepted from the floor at the annual meeting.
- In addition to these powers and authorities expressly conferred upon them by these Bylaws, the Board of Directors may exercise all such powers of the Alliance and do all such lawful acts and things as are not by statue or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by members. The Board of Directors shall have the power to employ agents, workmen and employees necessary to carry out the business of the Alliance and shall have the power to fix their compensation and duties.
- No less than four (4) meetings of the Board of Directors shall be held annually. The meetings of the Board of Directors shall be held at such times and at such place or places as determined by a majority of the Directors.
- Written notice of every meeting of the Board of Directors together with an agenda for the meeting shall be given to each Director prior to the day named for the meeting.
- Unless otherwise provided herein, a majority of the Board of Directors shall be necessary to constitute a quorum for the transaction of business. The acts of the majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors.
- The Board of Directors may, by resolution adopted by a majority of the Directors, establish one or more committees to carry out and perform special projects, investigations, activities as specified by the Board of Directors and limited solely to the mandates of the resolution of the Board of Directors.
- The Board of Directors shall perform their duties without compensation but may, by approval of the Board of Directors, be allowed reimbursement for expenses actually and reasonably incurred on behalf of the Alliance.
- The Board of Directors may remove any member of the Board of Directors or officer of the Alliance by an affirmative vote of two-thirds (2/3) of the Directors for following causes: (a) The Director has been convicted of a felony; (b) the Director has failed to attend meetings of the Board for a period of three (3) consecutive months; (c) the Director has been declared of unsound mind by an order of the court.
- When a Director has been removed for just cause as specified in Section 10 above, or has resigned, the position is then declared vacant and shall be filled by vote of the Directors until the next annual meeting at which time the remaining term of the vacancy shall be filled by vote of the members.
Article VI: Officers
- The Officers shall be President, Vice-President, Secretary and Treasurer. These officers shall be elected from within the twelve (12) member Board of Directors at the next Board of Directors meeting following the annual membership meeting. They shall serve a one (1) year term and can be reelected for additional terms. The elected officers shall constitute the Executive Committee and will meet as needed between meetings of the Board of Directors to manage ongoing activities of the Alliance. In addition, the immediate past President, if not serving as an elected Director, shall be a member of the Board of Directors for one (1) year after serving as President.
- The President shall be the chief executive officer of the Alliance and shall preside at all meetings of the members and Directors. Together with the Secretary and Treasurer, the President shall execute contracts and other documents, which the Board of Directors has authorized to be executed. The President shall be Ex-officio member of all committees and shall have the general duties and powers of supervision and management usually vested in the office of president and such other duties as may be prescribed by the Board of Directors.
- The Vice-President shall act in all cases for and as the President in the latter's absence or incapacity, and shall perform such other duties as may be required to do from time to time.
- The Secretary shall attend all meetings of the Board of Directors and all membership meetings and act as clerk thereof, and shall maintain a membership log and record all votes of the Alliance and keep minutes of all its transactions in a book to be kept for that purpose, and shall perform like duties for all committees of the Board of Directors when required. The Secretary shall give or cause to be given notice of all meetings and shall handle all correspondence except collection of monies. The Secretary shall be custodian of all records except financial records, and shall execute documents in accordance with the Bylaws and perform such other duties as are incident to the office and as prescribed by the Board of Directors.
- The Treasurer shall have charge and custody of all funds and securities, shall receive monies due and payable to the Alliance and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Alliance, and shall keep the monies of the Alliance in a separate account to the credit of the Alliance in such bank, trust or other depository as the Board of Directors may designate. The Treasurer shall disburse the funds of the Alliance as may be ordered by the Board, taking proper vouchers for such disbursements and shall render to the President and Directors, at regular meetings of the Board, an account of all transactions and of the financial condition of the Alliance.
- The Treasurer shall collect all dues, maintain a current membership list, file all necessary financial and tax exemption forms as required by law, prepare written financial reports for the previous year and present an annual financial report and oral summary report at the annual meeting of the membership, execute all documents in accordance with the Bylaws of the Alliance and in general perform all duties incident to the office of Treasurer and such duties as prescribed by the Board of Directors.
- The Treasurer shall issue disbursement checks which must be signed by two executive officers of the Alliance.
- The Board of Directors, shall annually require a review of the financial records of the Alliance. The review may be by members or may be by an outside firm. Should the review be by members, they shall comprise a committee of three. A report of the status of the financial records shall be presented to the Board of Directors. Any financial report or tax filings are available from the Treasurer for inspections by members if requested.
- A Director of the Alliance shall not be personally liable for monetary damages as such for any action taken, or failure to take any action, except that the Treasurer shall be held accountable for the correct and proper recording of financial transactions and liable for misuse or loss of funds due to failure to keep accurate records or to deposit funds as directed by the Board of Directors.
Article VII: Amendments
- These Bylaws may be adopted, amended or repealed by the vote of at least two-thirds (2/3) of the membership present at the annual or special meeting of the Alliance providing proper notice has been given of the intent to change the bylaws. The Board of Directors may make technical or clarifying changes to the Bylaws.
- Notice of the intent to adopt, amend or repeal the Bylaws of this Alliance must be sent to the membership at least ten (10) days prior to the scheduled date of the annual meeting. The notice shall include either the entire proposed change(s) or a summary thereof. Copies of the entire proposal for adoption, amendment or repeal must be made available from the Secretary to any interested member upon request.
Article VIII: Parliamentary Procedures
- Roberts Rules of Order will govern the parliamentary procedures of this Alliance.