MISSOURI ASSOCIATION OF RESOURCE CONSERVATION AND DEVELOPMENT COUNCILS CONSTITUTION AND BYLAWS
Revised April 13, 2007
Article I NAME
The name of this organization shall be the Missouri Association of Resource Conservation and Development Councils, Inc.
Article II MISSION STATEMENT
The mission of this organization is to develop private and public partnerships to project a unified voice for all RC&Ds in Missouri.
Article III OBJECTIVES
The objective of this Association shall be to assist member RC&D Councils in improving the quality of life by coordinating efforts that will enhance economic development, social well-being, and intelligent management of our natural resources. To meet this objective the Association shall:
A. Coordinate and disseminate information relative to the interests, efforts and accomplishments of all member RC&D Councils.
B. Represent member RC&D Councils at the National level.
C. Cooperate with private and public entities concerned with conservation and development of the states resources to accomplish member RC&D Councils objectives.
D. Serve as a liaison to promulgate and coordinate information about specific RC&D projects that might benefit other participants.
E. Support an expanded and strong state Resource Conservation and Development Program.
F. Encourage and assist in the formation of new RC&D areas within the state.
Article IV MEMBERS
Section 1. The full voting members shall be the RC&D Councils located in Missouri, whose dues are paid up to date. Their vote at any Board of Directors meeting shall be cast by an appointed Director or their alternate. Each member council shall have one vote.
Section 2. Any member of any member council may attend Board of Director meetings, participate in discussions and serve on committees. Only the appointed Director or Alternate shall have voting privileges.
Section 3. Associate membership can be held by individuals, interested businesses, associations, and governmental bodies or agencies and is obtained by applying for such membership and paying annual dues in an amount determined by the association. Associate Members have no voting privileges and cannot hold office, but may serve on committees and participate in discussions.
Section 4. RC&D Councils who have not obtained approval as an authorized RC&D Area from the Secretary of Agriculture but meet all of the criteria of an RC&D may petition the association for membership. With this membership goes all the rights of full membership.
Article V ORGANIZATION
Section 1. The official body shall be the Missouri RC&D Association.
Section 2. The Missouri RC&D Association shall have a Board of Directors consisting of one representative of each member RC&D Council. Each member RC&D Council shall appoint a member of the Board of Directors and an alternate. All appointees shall be full members of the appointing council. Each member RC&D Council shall provide the secretary of the association, in writing, with the name and address of their Director and alternate to represent them at Board of Director meetings. The Secretary of the association shall be notified in writing by the member councils of any change in their Director or alternate.
Section 3. The Missouri RC&D Association shall have an Executive Committee consisting of the elected officers of the association.
Section 4. Powers of Board of Directors: The Board of Directors shall exercise general supervision over affairs of the Association, and discharge all duties incident to such office, or required by law. The business and property of this association shall be managed and controlled by the Board of Directors. The Board of Directors may, employ, fix terms of employment and fix compensation of such employees and agents as they deem advisable. The Board of Directors shall not borrow funds or commit the association to expenditures that will create a debt without a matching income. Directors shall not receive any compensation for their service but may be reimbursed for actual expenses by the State Association when transacting State Association business.
Section 5. Powers of the Executive Committee: The Executive Committee shall conduct necessary business between Board of Director meetings. To do this they may appoint committees or task forces, and seek financial assistance in carrying out their duties. Members of the Executive Committee shall not receive any compensation for their services but will be reimbursed expenses incurred in performing their assigned duties upon submission of an itemized expense account to the Board of Directors.
Article VI OFFICERS
Section 1. Officers of the Missouri Association shall be a President, 1st Vice President, 2nd Vice President, Secretary and Treasurer, each elected from a different council and will serve for a term of two years or until their successor is elected. Officers hall be nominated and elected at the annual meeting. The President, 1st Vice President and 2nd Vice President shall be elected on even years with the exception of the 2nd Vice President elected after the adoption of these amended by-laws at the 2007 annual meeting. The 2nd Vice President will serve for 1 year until the 2008 election and thereafter that officer will serve a 2 year term. The Secretary and Treasurer shall be elected on odd numbered years.
Section 2. Officers may be any individual 18 years of age or older who is currently serving as a member of a member council. Consecutive terms may be served until a successor is elected. A vacancy in the Presidents office shall be filled by the 1st Vice President for the remainder of the term and the resulting vacancy in the 1st Vice President office shall be filled by the 2nd Vice President. A vacancy in the Secretary and Treasurer office shall be filled by appointment of the President until the next regular meeting of the Board of Directors when a special election shall be held for the remainder of the term. A vacancy in the 2nd Vice Presidents office shall remain vacant until the next regular meeting of the Board of Directors when a special election shall be held for the remainder of the term. In the event of a vacancy in both the Presidents and Vice Presidents office, the Board of Director shall elect a new President from their membership at a special meeting to be called by the Secretary to complete the term until the next regular election.
Section 3. Removal of Officers: Association Officers may be removed from office for cause at regular or special meeting of the Board of Directors by a majority vote of the total board.
Article VII DUTIES OF OFFICERS
Section 1. President-The President shall be the chief executive officer of the Association. He/She shall have general and active management of the business of the Association and shall see that all orders and resolutions of the Executive Committee, and Board of Directors are carried into effect. He/She shall be an ex-officio member of all standing committees and shall have the general powers and duties of supervision and management usually vested in the office of president of a corporation. The President shall sign any deeds, contracts, or other instruments authorized by the association.
Section 2. 1st Vice President-The 1st Vice President shall perform the duties and exercise the powers of the President during the absence at a meeting or disability of the President and such other duties as may be delegated by the President.
Section 3. The 2nd Vice President shall perform the duties and exercise the powers of the Vice President during the absence at a meeting or disability of the Vice President and such other duties as may be delegated by the President.
Section 4. Secretary-Shall keep minutes of the meetings of the Association and Executive Committee in one or more books provided for that purpose; see that all notices are duly given in accordance with these bylaws or as required by law; and keep a register of the post office address of each member of the Association and Executive Committee which shall be furnished by each member. Shall give a bond for faithful discharge of his/her duties in such some and with such surety as the Executive Committee will determine.
Section 5. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for monies due and payable to the corporation from any source whatsoever; deposit all such monies in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provision outlined by the Executive Committee; and in general perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or Executive Committee. The Treasurer shall give a bond for faithful discharge of his/her duties in such some and with such surety as the Executive Committee will determine.
Article VIII MEETINGS
Section 1. Regular meetings of the Board of Directors shall be held twice a year, in the spring and in the fall. The meeting in spring shall be the annual meeting. Notice of the meeting location and an agenda shall be mailed no later than 14 days prior to the meeting. Special meetings may be called by the President or by the request of three member councils. Requests for a special meeting and a proposed agenda must be provided to the Secretary in writing no less than 20 days prior to the meeting. Only business stated on the agenda shall be addressed at special meetings. Those Board members attending, after proper notification, shall constitute a quorum.
Section 2. The Executive Committee shall meet when deemed necessary by the President to conduct business for the Association. A simple majority of the Executive Committee shall constitute a quorum for transacting business. Meetings may be held by telephone conference.
Section 3. All meetings shall conform to the laws of the State of Missouri and the by-laws.
Article VIII BUDGET
Section 1. An annual budget will be prepared by the Executive Committee and presented for adoption at the annual meeting. The fiscal year will be from October 1 through September 30.
Section 2. Funding shall come from a one time initiation fee from each current and new member council, annual dues from each member council, to be set at the time the budget is adopted, associate member dues, donations and grants.
Section 3. Audits-The Association shall perform an internal audit each year. An outside audit performed by a Certified Public Accountant (CPA) shall be conducted when deemed necessary by the Association.
Article X BUSINESS
Section 1. Contracts-The Executive Committee may authorize any officer or agent of the corporation, in addition to the officers so authorized by these by-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Such authority shall be confined to specific instances.
Section 2. Checks, drafts, etc. All checks, drafts or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents or the corporation, and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by resolution by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by the President of the corporation.
Section 3. Gifts-The Executive committee shall accept on behalf of and in the name of the corporation any contribution, gift, bequest, devise or grant for the general purpose of the corporation.
Article XI RULES
Roberts Rules of Order, newly revised, shall govern the Association in all cases to which the rules are applicable and in which they are not inconsistent with these Bylaws.
Article XII AMENDMENTS
These bylaws may be amended, altered, added to or repealed by the affirmative vote of a majority of the member RC&D Councils at any regular or special Board of Directors meeting if notice of the proposed amendment, alteration, addition or repeal be contained in the notice of the meeting, if said notice is mailed 30 days prior to the meeting, to all members and a quorum of the membership is in attendance.
Article XIII DISSOLUTION
At such time as the Missouri Association of Resource Conservation and Development Councils, Inc. is dissolved, all of the funds will be dispersed equally among all sponsors that have paid their annual dues at the time of dissolution. If all of the sponsoring organizations are dissolved, all of the Missouri Association of Resource Conservation and Development Councils, Inc. funds would be distributed to the National Association of RC&D Councils. In the event that the National Association of RC&D Councils is dissolved, the funds would be distributed to the National Association of Conservation Districts.
Article XIV - TAX EXEMPT STATUS
Notwithstanding any other provisions of these bylaws, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal Income Tax under Section 501(c)3 of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law).
Article XV EEO AND CIVIL RIGHTS
The program conducted will be in compliance with nondiscrimination provisions as contained in Title VI and VII of the Civil Rights Act of 1964 as amended, the Civil Rights Restoration Act of 1987 (Pub. Law 100-259) and other nondiscrimination statues; namely, Section 504, of the Rehabilitation Act of 1973, Title IX of the Education Amendments of 1972, the Age Discrimination Act of 1975 and in accordance with the regulation of the Secretary of Agriculture(7CFR-15, Subparts A & B) which provide that no person in the United States shall, on the ground of race, color, national origin, age, sex, religion, marital status, or handicap/disability be excluded from participation in, or be denied the benefits of, or be otherwise subjected to discrimination under any program of activity receiving financial (or technical) assistance from the Department of Agriculture or any agency thereof.
SIGNATORY PAGE
Adopted by the Missouri Association of Resource Conservation and Development Councils on April 13, 2007.
_______________________________ ___________________________
Kathryn Braden, President Linda Bray, Secretary-Treasurer