BY-LAWS OF

SECTION 1. The name of their corporation shall be the Big Springs RC&D, Inc.. The abbreviated letters stand for Big Springs Resource Conservation and Development. The counties of Butler, Carter, Ripley, Reynolds and Wayne constitute the foothills of the Ozarks portion of the State of Missouri that is the primary concern of the corporation.

SECTION 2. The principle office of the corporation shall be located at Van Buren, Missouri.

SECTION 3. Other offices for the transaction of business shall be located at such places as the Council may time to time determine.

SECTION 1. The corporation shall have no members and shall not have authority to issue capital stock.

SECTION 1. NUMBER. The Big Springs RC&D Council shall consist of twenty (20) members, composed of four (4) members from each county the organization is intended to benefit.

SECTION 2. APPOINTMENT OF COUNCIL MEMBERS. In each county, one (1) member shall be appointed by the County Commission, one (1) shall be appointed by the County Soil and Water Conservation District, and these two shall select two (2) members at large.  The RC&D Line Executive Officers shall appoint the at large members if a county can not agree or fail to appoint a member.  The term of office of members shall be for two (2) years or until their successors have been appointed.

SECTION 3. FUNCTION OF COUNCIL MEMBERS. Members from each county shall make recommendations to the Council as to the needs of its County for Resource Conservation and Development.

SECTION 1. QUALIFICATIONS OF Council. The Council shall consist of United States Citizens each of whom is a resident of one of the counties listed in Article I, Section 1. Each member of the Council is to be selected for knowledge and interest in the area of resource conservation and development, and shall serve without compensation except for payment of reasonable expenses incurred for this corporation. Council members who are holders of any other office or position or who are affiliated with any other organization are to act in their own right as Council members, and not as representatives or delegates of any other organization, interest or group. Council members who cease to be qualified shall automatically cease to be members of the Council.

SECTION 2. NUMBER AND CONTROL. The business activities of this corporation shall be controlled by a council composed of a maximum of twenty persons, representing each county comprising the territory served by this organization.

SECTION 3. TENURE. Beginning with the first annual meeting of the RC&D Council in 2003 and annually there after three (3) officers shall be elected by the RC&D Council from the counties they represent to hold office for a term of one (1) year or until their successors are duly elected.

SECTION 4. VACANCIES IN COUNCIL. Any vacancy occurring in the Council for any reason other than expiration of term shall be filled by the remaining Council members of the County in which the vacancy occurs. If they can not agree, the executive officers shall appoint the member.

SECTION 5. MEETINGS. (A) An annual meeting of the Council and its officers for the transaction of such business as may properly come before the meeting shall be held each year. The Council shall hold such regular meetings at such time and place as may be fixed by the Council, at such time and place as may be fixed by the Chair of the Council. Special meetings of the Council may be called by the Chairman of the Council and shall be called by him or her upon the request of any three (3) Council members.  Notice of all meetings of the Council shall be given by mail to the usual business or residence of each Council member at least five (5) days before any such meeting, but such notice may be waived by any Council member and attendance at any such meeting shall be deemed to constitute a waiver of notice there of. A quorum shall consist of 3 of those members present at any meeting after proper notification has been given.  (B) The first annual meeting shall be called by Chairman within one year following the adoption of these by-laws.

SECTION 6. POWERS AND DUTIES OF COUNCIL. The Council shall be in general charge of the affairs, property and assets of the corporation. It shall be the duty of the Council to carry out the aims and purposes of this corporation, and to this end, to manage and control all of its property and assets. In carrying out its duties the Council is authorized to elect officers and to employ or arrange for the services of an executive director on a full or part-time basis and other persons, including attorney, agents and assistants, as in its opinions are necessary or desirable for the proper administration of the corporation, and to pay reasonable compensation for services and expenses thereof.

SECTION 7. MISCELLANEOUS. (A) An Independent auditor appointed and approved by the Council shall at such time as the Council may determine, but at least annually, prepare for the corporation as a whole consolidated financial statement, including a statement of combined assets and liabilities, and a statement of income, expenses and distributions, and a list of projects and/or organizations to or for which funds were used or distributed for charitable purposes, and such other additional reports or information as may be ordered from time to time by the Council. The auditor shall prepare such financial data as may be necessary for returns or reports required by state or federal government to be filed by the corporation. The auditor’s charges and expenses shall be proper expenses.

(B) The Council shall at least annually make public such distribution of a written report of its financial condition and activities.

(C) Each member of the Council shall serve in a judiciary capacity, and shall exercise his powers in such manner as not disqualify any gift from deduction as a charitable contribution, gift or estate tax or the donor or his estate, and not to disqualify the corporation from federal income tax exemption as a qualified charitable organization and/or from classification as a public charity.

(D) Neither the Council, nor any of its members individually, shall be liable for acts, neglects or defaults of an employee, agent or representative selected with reasonable care, nor for anything it may do or refrain from doing in good faith, including the following if done in good faith: errors in judgment, acts done or committed on advice or council, or mistakes or fact or law.

SECTION 1. SELECTION. At the organizational meeting and at each annual meeting of the Council there shall be selected by majority vote a Chairman, Vice-Chairman, and a Secretary-Treasurer, and such other officers of the corporation as the Council deems necessary, to hold office one (1) year, and until the election and qualifications of their successors.

SECTION 2. DUTIES. The officers shall have the following duties:

(A) CHAIRMAN. The Chair shall be the principle executive officer of the corporation and shall generally perform all the duties usually performed by Presidents of like corporations. He or she shall preside at all meetings of the Council, and in general, shall perform such other duties as from time to time may be prescribed by it.

(B) VICE-CHAIRMAN. The Vice-Chairman shall perform the duties of the chair in the absence or inability of that officer. The Vice-Chairman shall perform such other duties as from time to time may be assigned to him or her by the Chair or by the Council.

(D) SECRETARY-TREASURER. The Secretary-Treasurer shall keep the minutes of the meeting of the Council in one or more books provided for that purpose ; see that all notices are duly given in accordance with the provisions of the by-laws or as required by law ; be custodian of the corporate records and of the seal of the corporation, if any ; and, in general perform such other duties as from time to time may be assigned by the Chair or by the Council. Additionally, the Secretary-Treasurer shall have general charge of all money and other property belonging to the corporation and shall disburse the same under the direction of the Council and shall keep an accurate account of the same. Shall perform other duties from time to time as assigned to him or her by the Chair and/or the Council.

(E) OTHER OFFICERS. The Council may establish other offices and designate the duties thereof.

(F) VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by majority vote of the Council.

(G) COMPENSATION. Nothing herein shall prevent the Council from paying reasonable compensation for necessary services rendered by an officer.

(H) The officers listed in Section 2 shall be designated as Executive Officers and may have power to act on business as designated by the Council.

SECTION 1. Determination of Distributions in general, the Council, not less frequently than yearly, shall

(1) Determine all distributions to be made from net income and principal of this corporation pursuant to provisions of the articles of incorporation and these by-laws and make, or authorized and direct the respective agents having custody of funds of this corporation to make, payments to persons to whom payments are to be made, in such amounts and at such times and with such accompanying restrictions, if any, as it deems necessary to insure for the charitable purposes and in the manner intended: and

(2) Determine all disbursements to be made for administrative expenses incurred by the Council and direct the respective agents having custody of funds of this corporation as to payment thereof and funds to be charged.

SECTION 2. VOTING REQUIREMENT. All distributions determinations provided in Section 1 shall be affirmative vote of a majority of the members present at a scheduled meeting of the Council.

SECTION 3. DISTRIBUTIONS TO OTHER ORGANIZATIONS OR AGENCIES. The Council may, in furtherance of the corporations charitable purposes, direct distributions to such persons, organizations, governments, or governmental agencies as in the opinion of the Council can best carry out such purposes in order to prevent a tax being imposed on the corporation for failure to distribute all of its income in any one year.

(A) The corporation shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent federal tax laws.

(B) The corporation shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent federal tax laws.

(C) The corporation shall not retain any excess business holdings as defined in Section 4945(c) of the Internal Revenue code of 1954, or corresponding provisions of any subsequent federal tax laws.

(D) The corporation shall not make any investments in such manner as to subject it to tax under Section 4944 of the Internal revenue Code of 1954, or corresponding provisions of any subsequent federal tax laws.

(E) The corporation shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent federal tax laws.

The Council may provide a seal for the corporation that shall be in the charge of the Secretary-Treasurer or such other officer as the Council may from time to time direct, and shall affixed to such documents as may require the corporate seal.

The fiscal year of the corporation shall be as designated by the Council.

A majority of the Council in office may, at a meeting called for that purpose or any annual meeting:

(A) Amend the Articles of Incorporation or these by-laws (I) in order to maintain the Federal Income tax exemption of the corporation as an organization exempt under section 501 (c) (3) of the Internal Revenue Code of 1954 and/or its classification as a private foundation (II) in order to conform to and with any provision or provisions of the laws of the State of Missouri and the laws of the State of Missouri and the United and/or (III) in such other respects, consistent with the objectives and purposes of the corporation, as such Council may from time to time find necessary.

EXECUTED this 23rd day of October,2003, as being a true copy of the by-laws adopted by Big Springs RC&D.

Vigil Wagner____10-23-03__________ Mary Peterson___10-23-03_____________

Chairman                Date                          Secretary                      Date

Latest Revision: Wednesday September 23, 2009 09:56:03 AM