MID-Atlantic RESOURCE
CONSERVATION AND DEVELOPMENT ASSOCIATION
BYLAWS
September 18, 2007
ARTICLE I
NAME AND PURPOSE
Item 1. The name of this organization is the Mid-Atlantic Resource Conservation and Development Association, hereinafter referred to as the "Association." It can also be known as the Mid-Atlantic RC&D Association.
Item 2. The purpose of the Mid-Atlantic RC&D Association is to facilitate communication, to share information among member RC&D Councils, and to provide a forum for selecting representatives to the National Association of RC&D Councils.
Item 3. Effective May 4, 2007 the mailing address for this Association shall be: Mid-Atlantic Resource Conservation and Development Association, c/o South Jersey RC&D, Columbus USDA Service Center, 1971 Jacksonville-Jobestown Road, Columbus, NJ 08022-1412.
ARTICLE II
MEMBERSHIP AND DELEGATES
Item 1. The members of the Mid-Atlantic RC&D Association shall be the RC&D Councils within the Mid-Atlantic region, which are the RC&D Councils in the states of Delaware, Maryland, New Jersey, New York, Pennsylvania, and West Virginia.
Item 2. Any RC&D Council in the six-state Mid-Atlantic Region may become a member with payment of the required dues for the current year.
Item 3. Each member RC&D Council shall name an official delegate and an alternate delegate to the Association. The official delegate shall be a member of the Board of Delegates. The alternate shall serve in that capacity should the delegate not be available.
Item 4. Each member RC&D Council shall have one (1) vote to be cast by the delegate, or the alternate delegate, in the absence of the delegate. Absentee voting and/or voting by proxy are not authorized.
Item 5. The Secretary of the Association shall be notified, in writing, of the names and addresses of the selected delegates and alternate delegates and any subsequent changes in the delegates and alternate delegates.
ARTICLE III
BOARD OF DELEGATES
Item 1. The Board of Delegates shall consist of one delegate from each member RC&D Council in the Mid-Atlantic Region. An alternate delegate shall also be selected. In the absence of the designated delegate, the alternate delegate shall serve on the Board of Delegates.
Item 2. The Board of Delegates shall manage the affairs of the Association. All powers of the Association including establishing policy, determination of matters of business, adoption of bylaws, and amending or altering the mission statement, constitution, or bylaws of the Association are vested in the Board of Delegates. All powers executed by the Board of Delegates during routine business shall be subject to approval by majority vote of the Delegates present, or their respective alternate, at a duly organized meeting and after all matters have been discussed. All powers executed by the Board of Delegates during the adoption of bylaws, and when amending or altering the mission statement, constitution or bylaws of the Association shall be subject to approval by a two-thirds (2/3) vote of the Delegates present, or their respective alternate, at a duly organized meeting and after all matters have been discussed by the Association.
Item 3. To qualify for the Board of Delegates, persons must be members of the local RC&D Council they are representing.
Item 4. Any vacancy occurring on the Board of Delegates shall be filled through appointment by the local RC&D Council wherein the vacancy occurs.
Item 5. Each individual RC&D Council shall determine the length of service of its delegate to the Board of Delegates.
Item 6. The Board of Delegates may set its own meeting times and may do business through the mail, telephone, email and fax, as necessary. However, no business may be conducted by the Board of Delegates unless there is a quorum. A quorum shall consist of one more than half of the members of the Board of Delegates. Additionally, one elected Officer must be present to constitute a quorum. (See Article VI, Item 4, page 7.)
Item 7. Delegates shall not receive any compensation for their service on the Board of Delegates but may be reimbursed for any necessary expenses approved by the Board of Delegates.
ARTICLE IV
ELECTIONS, OFFICERS, AND THE EXECUTIVE COMMITTEE
Item 1. The officers of the Association shall be the President, Vice-President, Secretary, and Treasurer. The Executive Committee shall be made up of the four elected Officers (President, Vice President, Secretary and Treasurer). The duly elected President of the Association shall be the President of the Executive Committee.
Item 2. At the annual meeting, the delegates shall elect a Nominating Committee consisting of at least three members. Each member of the committee shall be from a different state within the membership of the Association. The members of the Nominating Committee shall select one member to chair the committee. The Committee's duties shall be to prepare a slate of one or more candidates for each office to be elected at the following year's Annual Meeting. No member of the nominating committee shall be nominated for an office. Candidates must be a member of a RC&D Council that is a member in good financial standing with the Association. Each nominee shall prepare a statement of qualifications and declare his or her acceptance of the nomination to run for an elected office of the Association. Nominees shall be announced, and their statements of qualifications forwarded, to the members of the Association to be received no less than 30 days prior to the Annual Meeting. After the slate of officers is formally presented at the Annual Meeting, the chair of the Nominating Committee shall then ask for nominations from the floor. If a member is nominated from the floor, and accepts the nomination, he/she shall then provide a brief statement of qualifications. All nominations shall be made by a delegate representing a RC&D Council in good financial standing. Once the slate of officers is finalized the Nominating Committee shall be excused.
Item 3. All officers shall be elected by a simple majority vote at the Annual Meeting of the Board of Delegates. An individual can serve in only one capacity at a time.
a) Ballot Counting Procedure
i. The President shall ask for three volunteers to form a Ballot Counting Committee. No person on the committee can be a member of a Council that has a candidate running for office. Impartial persons from the audience are eligible to serve on this committee. Voting delegates are not eligible to serve on this committee. The Ballot Counting Committee shall select a person to be Head Teller.
ii. After the vote is called and all ballots have been cast, the Ballot Counting Committee shall vocally tabulate the ballots in the presence of all members in attendance. The Secretary shall announce the results of the tally to the membership. If there are no objections to the tabulation, the Secretary shall announce the winner of the election.
b.) Run-off Election
If there are three Candidates for an office and no Candidate receives a simple majority (of all the votes cast) on the initial ballot, the two Candidates receiving the least number of votes shall move to a run-off election. If there are four or more Candidates, only the three Candidates receiving the largest number of votes shall move to the runoff election.
i. In the event of a tie, Candidates shall have a ten (10) minute period to state their position and answer questions from the floor. Voting members shall then have a five (5) minute period to consider their vote.
ii. Voting shall then be done a second time. If there is no winner in the run-off election, a third ballot shall be cast.
iii. If, after the third vote, there is still a tie, votes are cast a fourth and final time. The Head Teller shall ask a volunteer from one of the RC&D Councils, who does not have a Candidate in the race, to randomly pull one ballot from the ballot box. The name pulled shall be read to the membership and that candidate shall be declared loser of the run-off election.
iv. After the run-off election, the winner of the run-off shall then run-off against the candidate receiving the majority vote during the initial vote. The candidate receiving the majority of votes shall be declared the winner.
Item 4. Officer’s terms of office shall be two years. The President and Secretary will be elected in even-numbered years, and the Vice-President and Treasurer will be elected in odd-numbered years.
Item 5. The duties of the officers are as follows:
Association Officers shall have no voting rights by virtue of holding office. If an Officer is the designated delegate (or, in the absence of the delegate, the Officer is the designated alternate delegate) for his or her respective RC&D Council, he or she shall have full voting rights as a delegate. If an Officer is unable to attend a meeting, the delegate or alternate delegate from his or her RC&D Council shall not assume the Officer’s duties with the Association.
a) President. It shall be the duty of the President to preside at all meetings of the Association. The President shall be the principal volunteer executive officer of the Association and shall in general supervise all of the business and affairs of the Association. He/She shall preside at all meetings of the Association. The President, the Secretary or any other proper officer of the Association authorized by the Board of Delegates may sign any instrument that the Board of Delegates has authorized to be executed. The President is the sole member of the Board of Delegates that can speak on behalf of the Association unless the President and/or the Board of Delegates have otherwise delegated that authority or authority is granted otherwise within these by-laws. In general, the President shall perform all duties as may be prescribed by the Board of Delegates. The President shall provide a written report to the member Councils of the proceedings of any meeting, event or activity attended on behalf of the Mid-Atlantic Association on a regular basis. The President shall serve as a delegate on the National Board of Directors of the National Association of RC&D Councils and shall represent the Mid-Atlantic Association at duly called meetings of the National Association of RC&D Councils.
b) Vice President. In the absence of the President, or in the event of his/her inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions placed upon the President. The Vice President shall perform such other duties as from time to time may be assigned to him/her by the President and/or the Board of Delegates. The Vice President shall serve as the second delegate on the National Board of Directors of the National Association of RC&D Councils. The Vice President shall provide a written report to the member Councils of the proceedings of any meeting, event or activity attended on behalf of the Mid-Atlantic Association on a regular basis.
c) Secretary. The Secretary shall ensure that the minutes of the meetings of the Association, and the Board of Delegates and its committees are recorded, maintained, and copied in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these by-law or as required by law, and be custodian of the records of the Association. The Secretary shall keep a register of the post office address, telephone number and where appropriate electronic, address of each member of the Association and each member of the Board of Delegates and, in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the President and/or the Board of Delegates. In addition, the Secretary shall notify members of the Board of Delegates of their appointment to office or their appointment to committees and keep a record of the transactions of the Association. The Executive Committee shall appoint a recorder in the absence of the Secretary; the person selected shall not be a voting delegate, unless only voting delegates are present. The Secretary shall provide a written report to the member Councils of the proceedings of any meeting, event or activity attended on behalf of the Mid-Atlantic Association on a regular basis.
d) Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Association; shall render to the President and the Board of Delegates a statement of the financial condition of the Association and of all transactions of the Treasurer by March 31 (each year); and shall render a full financial report at the Annual Meeting of the Board of Delegates. This report shall be mailed (or emailed) to each Council President to be received no less than 30 days prior to the Annual Meeting. The Treasurer shall receive and give receipts for monies due and payable to the Association from any source; shall deposit all such monies in a timely manner in the name of the Association in such banks, trust companies, or other depositories as shall be selected by the Board of Delegates; shall file all necessary tax papers for the Association; shall provide the necessary records and assist with any audit; and shall perform all other duties as may be assigned by the President or Board of Delegates. The Association shall cover any expenses for preparing and filing of reports or tax documents. The Treasurer shall provide a written report to the member Councils of the proceedings of any meeting event or activity attended on behalf of the Mid-Atlantic Association on a regular basis.
e) The President and one other Officer shall sign all written instruments of the Association. All instruments shall be authorized by a majority vote of the Board of Delegates. No Officer of the Association shall have the authority or power to make the Association liable for any debt, except as provided for in these bylaws.
f) The President and Treasurer shall be authorized to sign checks to pay for items covered by the Association’s approved budget or specifically authorized by the Board of Delegates.
Item 6. The Officers shall not receive any compensation for their service to the Association but may be reimbursed for accrued and necessary expenses in conducting the business of the Association as determined by the Executive Committee and approved by the Board of Delegates.
Item 7. The Executive Committee shall conduct normal business between the Association’s Annual Meetings and report in writing to member Council Presidents on the proceedings and actions taken at these meetings. In the event of a tie and if an action cannot be resolved by the Executive Committee, it should be brought before the Board of Delegates to be resolved.
Item 8. An Officer may be suspended or removed from office for cause by a majority vote of the Board of Delegates. All records being held by the suspended or removed Officer shall be turned over at the time of suspension or removal.
Item 9. An Officer may resign by delivering his or her written resignation to the President, Vice-President, Treasurer, or Secretary. Such resignation shall be effective upon receipt, unless specified in writing to be effective at some other time. All records held by the resigning Officer shall be turned over to the Association at the time of resignation.
Item 10. If any elected officer position becomes vacant, the President may appoint a person to fill the position until the next meeting of the Board of Delegates. The Board of Delegates, at its next meeting, shall elect a successor for the remaining term of office.
ARTICLE V
FINANCING
Item 1. The fiscal year shall be October 1st through September 30th, or as set by the Association.
Item 2. A yearly budget shall be prepared by the Executive Committee of the Association to be presented at the annual meeting for approval by the Board of Delegates. A copy of the draft budget shall be received for review by the member RC&D Councils no less than 30 days prior to the annual meeting. Notices may be sent via regular mail, fax, e-mail, or courier.
Item 3. Each member RC&D Council shall pay annual dues as established by the Board of Delegates. Payment is due 45 days prior to the annual meeting. Members who are delinquent shall be notified by the Treasurer within 30 days of the due date. Members who are delinquent in their dues for the current fiscal year shall not be eligible to designate a delegate or alternate delegate, nor shall they have voting rights, nor shall they have the right to submit the name of a candidate to run for elected or appointed office, as described in Article III, Items 3 and 4. A record of dues paid by member RC&D Councils shall be provided to the Board of Delegates at the beginning of the annual meeting. Additional action may be taken by the Board of Delegates if dues remain delinquent.
Item 4. Should the Mid-Atlantic Resource Conservation and Development Association dissolve or cease to function, under the terms and conditions set forth in the organizing documents, the rights of the Association shall inure equitably to the active RC&D Councils of the Mid-Atlantic Resource Conservation and Development Association.
ARTICLE VI
MEETINGS
Item 1. The Association shall hold an annual meeting. The Executive Committee, in conjunction with the state and/or local RC&D Council organizing the meeting shall determine the dates. Notice of the meeting, an agenda, minutes, and a proposed budget as well as the statements of qualifications of the nominees for elected officers, shall be received by the member RC&D Councils no less than 30 days prior to the meeting. Notices may be sent via regular mail, fax, e-mail, or courier.
Item 2. An additional business meeting of the Board of Delegates may be held in March of each year.
Item 3. Special meetings or telephone conferences may be called by the President or when requested in writing by the Executive Committee or a majority of the Board of Delegates.
Item 4. A quorum shall consist of one more than half of the members of the Board of Delegates. Additionally, one elected Officer must be present to constitute a quorum. (See Article III, Item 6, page 2.)
ARTICLE VII
COMMITTEES
Item 1. The President may appoint committees as necessary to carry on the work of the Association.
Item 2. Except for the Nominating Committee, the President shall be an ex-officio member of all committees.
ARTICLE VIII
RULES
The latest revision of Roberts Rules of Order shall govern the Association in all cases in which rules are applicable and not inconsistent with these bylaws. The Secretary shall be responsible for ensuring a copy of the latest revision of Roberts Rules of Order is available at all meetings.
ARTICLE IX
INDEMNIFICATION AND LIABILITY
Item 1. Officers and Delegates of this Association, and their private property, shall not be liable in any manner for the Association’s debts, obligations, undertakings, or liabilities which may accrue from time to time in any manner by reason of the ownership, administration, or distribution of the corporate property or funds, or by reason or acts of commission or omission on their part in the conduct of the Association’s affairs, so long as they act in good faith.
Item 2. The Officers, Delegates and Committee members assigned to work on behalf of the Association shall not be liable or accountable in any manner for reasonable mistakes or errors of judgment, nor for errors or wrong doings of agents, brokers, attorneys, or servants, nor for interest on funds temporarily idle. They shall have the right, at all times and in all matters, to act upon any information or evidence deemed by them reasonably reliable without incurring any personal liability or responsibility of any kind.
Item 3. Individual Officers and Delegates should be sensitive to any interest he or she may have in a decision made by the Association. The Officer or Delegate should disclose any interest he or she may have to the other Officers and Delegates prior to the discussion or presentation of such matter before the Association and before the Association takes action on the matter.
ARTICLE X
AMENDMENTS AND REVISIONS
Item 1. These bylaws may be amended or revised at an Annual or special meeting by a two-thirds (2/3) vote of the delegates present or their respective alternate.
Item 2. Copies of the proposed amendments shall be received by all member RC&D Councils no less than 30 days prior to the meeting.
ARTICLE XI
AMENDMENTS
These Bylaws amended in their entirety on September 18, 2007
These Bylaws amended on July 23, 2003
These Bylaws amended on September 3, 2004
Approved by:
Name: ______________________________ Title: President Date: ______________
Howard Coffield
Name: _______________________________ Title: Secretary Date: _____________
Catherine Skwara