Stony Clove Watershed Association Bylaws
ARTICLE 1.0 NAME & DEFINITIONS
ARTICLE 2.0
MISSION
ARTICLE 3.0
MEMBERSHIP
ARTICLE 4.0
ORGANIZATION
ARTICLE 7.0 BYLAWS AMENDMENT / REVISIONS
ARTICLE 8.0
DISSOLUTION
ARTICLE 1.0 NAME
& DEFINITIONS
1.1
Name
This organization
shall be known as the Stony Clove Watershed Association, hereinafter
referred to as the Association or SCWA.
1.2
Definitions
1.2.1 “Watershed” means all lands encompassed
within the Stony Clove Creek Watershed as defined by the Greene County Soil
& Water Conservation District’s drainage basin (watershed) map.
1.2.2 “Resident” means persons who
live or rent year-round or seasonally in the watershed.
ARTICLE 2.0 MISSION
2.1
The Stony Clove
Watershed Association is a small grass-roots organization dedicated to
enhancing the quality of water and life in the Stony Clove watershed. Formed in
2002, it discusses and acts upon issues related to the respecting and
protecting of properties in the watershed while also promoting land uses, water
quality, in-stream and riparian species and habitats improvements, recreation,
and the economy.
The mission of the association is to provide a forum and organizational structure for the promotion of positive, constructive interactions between landowners, residents and the watershed’s communities, governments, sports and recreational organizations and environmental agencies. Its members recognize that we are stewards of the environment and members of a greater community dedicated to preserving our exceptional quality of life while at the same time respecting the rights and values of individual landowners.
ARTICLE 3.0 MEMBERSHIP
3.1 Membership Categories
Membership is open
to all concerned citizens, organizations and governmental agencies that live,
work or own property in the watershed.
Its members encourage the participation of local residents in the
watershed whose properties are impacted by the streams of the Stony Clove
watershed. We also encourage the
membership of local organizations such as Trout Unlimited, the
The association’s
membership is comprised of two member categories:
3.1.1
Members
The association’s
membership is open to all landowners who own property in the Stony Clove
watershed. Our membership also includes
those residents who live in the watershed but are not property owners. It is important that our membership be broad
and encompassing to include as many concerned residents as possible. It is felt that those who live in the
watershed, while maybe not landowners, will provide a good understanding of
what our communities need and help the association to accomplish its work.
The association
also respects the rights and wishes of landowners and residents to not
participate or remain anonymous members of the Association.
Members will have
the following rights within the association:
a) Elect members of the association’s board.
b) Vote on member issues presented by the board
to the general membership.
c) Vote on changes to the by-laws of the
association when presented.
d) Attend association member meetings.
e) Participate in all activates as approved by
the board.
f)
Serve
on the board and committees of the association.
3.1.2
Advisory Members
Non-residents and
organizations may also join the association as Advisory Members. It is the association’s hope that the
involvement of associate members in its activities will lead to a broader
understanding of the issues and provide a more unified approach in working
together to solve problems of concern within the entire watershed. Advisory members can include governmental
agencies such as the
Associate members
will not have the right to vote, but will have the following rights within the
association:
a) Attend all association member meetings.
b) Participate in all activates as approved by
the board.
c) Serve on the committees of the association.
The board also
reserves the right to restrict associate membership for organizations to one
(1) representative. It is a mandate to
the board that no outside organization or influence be allowed to usurp or
restrict the operations of the association from operating within its stated
mission.
3.2 Membership Recognition
Membership shall be recognized upon all of the following:
a) Receipt of a completed registration form.
b) Receipt of association dues for the current
year.
c) Adherence to the requirements of these
bylaws.
3.3 Membership Enrollment
Membership is on a
calendar year basis, with dues paid annually per instruction by the Board.
3.4 Membership Lists
Membership lists
are the property of the association. The
board must approve all requests for the use of the association membership list
when not used for approved association activities.
ARTICLE 4.0 ORGANIZATION
4.1 Officers of the Association
4.1.1 Board of
Directors
The Stony Clove
Watershed Association shall be managed by a Board comprising of up to seven
directors, elected by the membership.
The board is comprised of the following positions:
- Board President
- Vice-president
- Secretary
- Treasurer
- Board Member
- Board Member
- Board Member
Additional board
members may only be added if specifically named in the bylaws.
4.1.2 Officers
The following board
members are officers of the association:
President, Vice-president, Secretary and Treasurer.
4.1.3 Board Eligibility
The positions of
the board may only be filled by members who have attended a minimum of 50% of
the association’s member meetings for the previous twelve (12) months.
The board President
must be a member whose primary place of residence is within the Stony Clove
Watershed, unless no such member is interested in the position.
4.1.4 Term of Office
All board positions
start January 1st of the year following their election. No Board member may serve more than 3
consecutive terms in any one position.
The positions of
President, Vice-President, Secretary and Treasurer are two (2) year positions.
The position of
Board Member is a three (3) year position with one-third (1/3) elected every
year. An exception shall apply for the
first election of inaugural directors as follows:
·
one
Board Member elected for one (1) year term
·
one
Board Member elected for two (2) year term
·
one
Board Member elected for three (3) year term
4.1.5 Nominations and Elections
In the fall of each election year, the President of the association shall appoint a Nominating Committee, chaired by a nominee appointed by the President, to canvass the association’s eligible members and identify candidates to become members of the Board. The Nominating Committee shall present the names of the candidates for each board position to the members at a meeting designated by the board. Ballots shall be cast by the members present for the candidates of their choice. The candidate with the most votes shall be elected to the board position. In the event of a tie vote, re-votes shall be taken, as directed by the Nominating Committee until one candidate receives the most votes.
The annual meeting of the association shall include on its agenda the recognition of newly elected Officers and Directors for the association.
In the event that
no suitable or eligible candidate can be found for nomination to a board
position, the position may be left vacated.
The rules listed below for vacancies in office shall be followed to
subsequently fill the position.
4.1.6 Vacancies in Office
A vacancy in the office of the President shall be filled by the Vice-president for the unexpired term of office. Upon such an action, the requirement that the President’s primary place of residence be within the Stony Clove Watershed is waived. The vacated Vice-president’s position shall be taken by a Board Member, or if no Board Members will accept, by an eligible member appointed by the board. Said Vice-presidential appointee shall serve for the unexpired term of office.
A vacancy in any
other position on the board (except President) shall be filled by the
appointment of the President, and be approved by the board, for the unexpired
term of office. The President may also
elect to leave the vacant position unfilled until the next scheduled election
by the members.
4.1.7 Resignations and Removal from Office
A board member may
resign at any time from the board. Said
resignation is recognized upon receipt of signed written notice to the
President.
When a member of
the board is accused in writing of failure to properly perform the duties of
their position or otherwise engage in improper or unfair tactics or conduct in
connection with the association’s activities or by-laws, the board shall
conduct a hearing within 60 days. Said
accusation must include the name, address and telephone number of the person
making the accusation and a detailed description of the charges and time of
their alleged occurrence. A two-thirds
vote of board members present and voting is required for removal from
office. There is no appeal process.
When, in the
judgment of the President or Vice-president, a member of the board is
considered, through disability, prolonged illness or abandonment, unable to
carry out the duties of their position, they may present a motion before the
board to remove said person from the board.
A two-thirds vote of a majority of board members is required for removal
from office. There is no appeal process.
Board members may
also be removed by Member Proposals.
There is no appeal process.
4.1.8 Transfer of Records
Officers and directors shall transfer all records and other property belonging to the association to their elected successors in office no later than January 15 of the year starting their term in office.
4.2 Duties of the Board
4.2.1 General Duties
The function and
responsibility of the board is to:
- Manage and operate the association
within its stated mission and by-laws.
- Establish the association’s by-laws.
- Represent the association before the
public, governmental agencies, media, etc.
- Appoint members to board designated
committees.
- Control the association’s finances and
promote fundraising.
- Oversee and promote membership.
- Oversee all association projects and
activities.
- Conduct the association’s member
meetings.
It is expected that
all members of the board shall attend a minimum of 50% of the member meetings
and board meetings and serve on at least one committee.
4.2.2 Duties - President
The President shall:
1) Be the chief executive officer of the
association.
2) Preside at all board meetings and member
meetings.
3) Provide general supervision of all
association activities and programs in support of the provisions of the bylaws.
4) Make all appointments in accordance with the
bylaws.
5) When so instructed by the board, sign and
endorse all checks and warrants drawn by the Treasurer.
4.2.3 Duties – Vice-president
The Vice-president shall:
1) In the absence of the President, perform the
duties of the President.
2) Assist with other duties as directed by the
board.
3) Preside over the recruitment of association
membership.
4.2.4 Duties – Treasurer
The Treasurer shall:
1) Be the custodian of all association funds,
keeping an account of all receipts and disbursements and report all financial
transactions as directed by the board.
2) Maintain a statement of the current
financial state of the association and report such at board meetings.
3) Make regular deposits of all monies received
in a recognized banking institution in the name of the association subject to
withdrawal on the signatures of at least two association officers except when
electronic transfers are approved in advance by the board of directors.
4) Provide timely filing of all required tax
information.
5) Assist with other duties as directed by the
board.
4.2.5 Duties – Secretary
The Secretary shall:
1) Keep a permanent record of the proceedings
of all board meetings and member meetings and report such as the board directs.
2) Conduct all correspondence of the
association including notices to members of meetings of the board or
association.
3) Receive, report and remit all dues, fees,
monies or property donated or paid to the association to the Treasurer within a
reasonable period of time.
4) Assist with other duties as directed by the
board.
4.2.7 Duties – Board Member
The Board Member shall:
1) Assist with duties as directed by the board.
4.3 Committees
4.3.1 Standing Committees
The association, in
order to conduct the business of the organization, is advised to establish the
following standing committees. Said
committees are to be given the authority and responsibility to conduct their
activities as outlined below.
4.3.1.1 Communications
Committee
The Communications Committee is comprised of members and advisory members appointed by the President and approved by the board.
The function and
responsibility of the Communications Committee is to:
- Oversee and promote the information
exchange between its members and between the Association and outside
organizations and the communities within the watershed.
- Coordinate all media coverage for the
Association.
- Oversee and maintain the association’s
electronic communications infrastructure (email network, web site,
newsletters, etc.)
- Record/document all association
activities.
4.3.1.2 Projects Committee
The Projects Committee is comprised of members and advisory members appointed by the President and approved by the board.
The function and
responsibility of the Projects Committee is to:
- Manage, coordinate and implement
projects undertaken by the association.
- Facilitate assistance programs for
members and the community.
4.3.2 Ad-hoc Committees
The association, in
order to conduct the business of the organization, may be required, from time
to time, to establish the following ad-hoc committees. Said committees are to be given the authority
and responsibility to conduct their activities as outlined below.
4.3.2.1 Nominating Committee
The Nominating
Committee shall be formed and operate as prescribed in section 4.1.5.
4.3.2.2 Audit Committee
The Audit Committee
shall be formed as required to review the financial activities of the
association. The members of this
committee are to be assigned by the President.
The audit committee’s responsibility shall include, but not be limited
to the following:
- Receipts: Verify the amount and dates of deposits.
- Disbursements: Review canceled checks and supporting
documents to determine that all expenditures were proper. All checks must bear the signatures of
two authorized cosigners.
- Checks should not be made out to
cash. The checkbook must be
reviewed to verify entries made and to reconcile the appropriate bank
statements.
- Review the financial statement prepared
by the treasurer to insure it is a fair representation of the
association’s finances.
4.4 Meetings
4.4.1 Board Meetings
The association will attempt to have quarterly board meetings for the purpose of conducting and managing the association’s business. Board meetings will be restricted to board members and others as asked to attend by the board. At the board’s discretion, said meetings may be open or closed to its members and to the general public. These meetings may be conducted in person at a meeting place or via electronic means such as teleconferencing.
Roberts Rules of
Order, Revised, shall govern all proceedings.
A majority of the board shall constitute a quorum. The board may conduct a meeting with less than a quorum present, but may not pass any motions by voice vote. Each board member will have one vote. Voting by proxy in any form is prohibited. Only votes cast by the members present shall be counted. Motions are approved by receiving a majority of the member’s voice vote. In the case of a tie, the motion fails.
The Secretary or
appointed designee shall record the minutes of the meeting and make them public
by posting on the association’s web site.
Order of business:
1) Record attendance of members present.
2) Reading of minutes and action thereon.
3) Reports of officers and directors.
4) Reports of standing committees.
5) Reports of ad-hoc committees.
6) Unfinished business.
7) New business.
8) Adjournment.
4.4.2 Member Meetings
The association will attempt to have bi-monthly member meetings conducted at a location within the watershed. These meetings will be open to all members. At the board’s discretion, said meetings may also be opened to the general public. The purpose of the meetings will be to discuss and promote activities and informational exchange amongst its members.
There will be no requirement to conduct these meetings by Roberts Rules of Order, Revised, unless so directed by the President.
No quorum
requirements are required to conduct member meetings. No motions or voting by the members is
permitted except as follows:
1) Informational only (census type) votes may
be taken of the members to ascertain the thoughts of the general membership
body. Said votes are non-binding upon
the board in conducting the affairs of the association. No advanced meeting notice is required to be
given to the membership prior to taking said votes.
2) Member Proposals – members may put before
the board and/or members proposals for vote by the entire membership that are
binding upon the board in conducting the affairs of the association. Said proposals must adhere to the
requirements defined in article 5.0
(Member Proposals) and be submitted for vote at a member meeting.
3) The board, at its sole discretion, may put
before the membership proposals for vote by the entire membership body that are
binding upon the board in conducting the affairs of the association. Advanced meeting notice is required to be
given to the membership prior to taking said votes.
The Secretary or
appointed designee shall record the minutes of the meeting and make them public
by posting on the association’s web site.
Order of business:
1) Record attendance of members present.
2) Present reports of officers and committees
as determined by the President.
3) Unfinished business.
4) New business.
5) Adjournment.
4.4.3 Committee Meetings
Committee meetings
will meet as determined by the chairman of the committee. Said meetings, at the discretion of the
chairman may be open or closed to non-committee members and the public and may
be conducted in person at a meeting place or via electronic means such as
teleconferencing.
There will be no
requirement to conduct these meetings by Roberts Rules of Order, Revised,
unless so directed by the chairman.
There are no requirements for quorums or voting. The minutes of the meeting and a record of
attendance shall be recorded.
4.5 Executive Director
An Executive
Director can be hired, when funding is available, to assist with the operation
of the association. This executive
director would be a non-board member and have no vote in the association.
The selection,
hiring and managing of the executive director is the responsibility of the
board.
The Executive
Director shall recommend to the board and President programs and activities
designed to effectuate their policies and the purpose of the association and
shall be responsible for the implementation, management and direction of these
and all other such duties and activities as the board and President may
prescribe. He or she shall be
responsible for the administration of the association’s office. He or she shall employ persons to fill such
additional staff positions as the board may create.
The Executive
Director shall attend all member meetings, board meetings and may attend all
committee meetings unless instructed otherwise by the committee’s chairman.
4.6 Stony Clove Project Advisory Committee
(PAC) Representative
The association’s board is advised to appoint at a minimum one (1) member to represent the association before the Stony Clove Project Advisory Committee.
ARTICLE 5.0 MEMBER
PROPOSALS
5.1 Member Proposals
Members may put before
the board and/or the association’s members, proposals for vote by the entire
membership which are binding upon the board in conducting the affairs of the
association. The procedure for bringing
member proposals to the association for vote is as follows:
Procedure:
5.1.1
Fill out an association Member Proposal
Petition Form and obtain signatures from a minimum of 10 % of the association’s
membership.
The petition form may be obtained from the association’s secretary. The secretary, when issuing the petition will assign the petition a Petition Number and record the date the petition was issued. The person obtaining the petition (petitioner) has one (1) year from the date of issuance to obtain the necessary signatures to submit the petition for vote, after which time the petition is considered void.
The petitioner is
asked, but not required that they discuss the wording of the petition with
officers and/or members of the board so that the intent and effect of the
petition can be clearly understood by the members and the association’s
directors.
The secretary is
directed to provide the petitioner with a list of all association members that
have authorized the association to make their names public.
5.1.2
Submit the petition to the association
The petitioner must submit the completed petition to the association’s secretary. The secretary, or assigned designee, will verify that the petition is valid. If the petition is invalid, the petition will be returned to the petitioner for repair.
Upon receipt of a
valid petition, the petition will be given to the president. The president can decide to present the
petition either to the board or to the membership at large. Said presentation must be done at the next
scheduled meeting, provided the valid petition was submitted at least 30 days
prior the holding of said meeting.
The valid petition must also be posted to the association’s web site so that it may be made public to all the members.
5.1.3
Petition before the Board
The board has 90
days from the date of the first board meeting at which the petition was
presented to vote on the petition.
During such time, the board may discuss with the petitioner
changes/clarifications to the petition’s wording which may better accomplish
the petitioner’s request. The petitioner
has the right to reject all petition wording changes.
If the petition is
approved by the board (by vote of approval), the petition’s request will be
enacted by the board in the conducting of the affairs of the association.
If the petition is
rejected or not voted on by the board within the allotted time, the petition
must be submitted to the membership for vote at the next member meeting.
5.1.4
Petition before the Membership
When a petition is
to be presented at a member meeting, notice must be given to the members via
the normal meeting notice process that discussion of the petition will be on
the meeting’s agenda.
At the member
meeting, the President, or assigned designee, will present the petition before
the members and open the meeting to discussion.
Upon conclusion of the discussion, it will be announced that the
petition will be placed before the membership for vote at the next scheduled
member meeting, unless the petitioner agrees to delay the vote for additional
meetings and discussion.
At the agreed upon
member meeting, the petition will be discussed (as determined by the president)
and voted on for approval. Voting will
be done by voice vote or show of hands and recorded. Only votes cast by the members present shall
be counted. Voting by proxy in any form
is prohibited. No quorum requirements
are required to conduct the member meeting vote.
A 55 % or greater
majority of members voting for the petition is required for approval of the
petition.
If the petition is
approved by the member meeting vote, the
petition’s request will be enacted by the board in the conducting of the
affairs of the association.
If the petition is
defeated, the petition, or similar petition as determined by majority vote of
the board, may not be presented again to the association for a minimum of 2
years.
ARTICLE 6.0 FINANCIALS
6.1 Financial Policies
The association is a not-for-profit volunteer organization, managed and operated by its members. It is the association’s intent to be a private, grass-roots, community and landowners based organization independent of governmental mandates and restrictions. The financials of the association will be managed and controlled within established Generally Accepted Accounting Principles (GAAP) and a financial accounting of all income and expenditures will be made annually to our members.
The policies and
objectives of the association’s financials will be governed by the following:
·
The
board will have control and final say over all association financial decisions.
·
It is
the mandate of the association that the board operate within a fiscally sound
and cost effective manner.
·
The
board has been specifically directed to promote the use of electronic
communications with all members thru media such as emails and web sites and
minimize and/or eliminate mailings.
·
The
board is authorized to charge its members dues to help sustain the operations
of the association.
·
The
board is authorized to seek and accept outside funding and assistance so long
as the mission of the association is maintained.
ARTICLE 7.0 BYLAWS AMENDMENT / REVISIONS
These bylaws may be
amended/revised by the following two methods:
7.1 Bylaws Committee Proposals
The president shall
appoint a bylaws committee upon majority request by the board for the purpose
of reviewing the existing bylaws and proposing any amendments/revisions.
Any such proposals by the bylaws committee shall be presented and discussed before the board. The bylaws proposals shall also be posted on the association’s web site to make them known to the members.
At the following regularly scheduled board meeting, the proposals shall be voted on, provided there is a quorum. A 66 % or greater majority of board members present is required for approval and adoption. Board changes to bylaws must be included in board meeting notes and posted on the association’s web site to make them known to the members.
7.2 Bylaws Member Proposals
Members may amend/revise the association’s bylaws by following the Member’s Proposal process as defined in article 5.0 (Member Proposals), with the following changes:
1) The petition wording must include both of the following:
· The exact section of the existing bylaws that the proposal requests be changed.
· The exact wording of the new proposed bylaws wording.
2) A 66 % or greater majority of members voting for the petition is required for approval of the petition if presented before the membership.
ARTICLE 8.0 DISSOLUTION
The association funds shall be used only to accomplish the purposes
defined in these by-laws and no part of such funds shall inure or be
distributed to members of the association.
Should the association be dissolved, which may be accomplished by ¾ vote
of the entire membership, any funds remaining shall be distributed to one or
more regularly organized and qualified charitable, educational, scientific or
philanthropic organizations selected by the board.
End of bylaws
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