Article V - Official Bodies

Section 1. The official body of the Columbia-Pacific Resource Conservation and Economic Development District Board of Directors RC&D Council, shall be the Board of Directors, which includes the an Executive Board, and any special committee deemed necessary by the Council.

Section 2. Officers of the organization shall be active Past-Presidents, President, 1st Vice President, 2nd Vice President, Secretary, and Treasurer; herein referred to as the Executive Board.

Section 3. Board of Directors Councilmembers

a. The Board of Directors RC&D Council shall consist of a representative and alternate form each of the sponsoring organizations in addition to two (2)a At-large members from each county. appointed by the conservation district in consultation with the county commissioners. At-large positions shall be utilized to allow private citizens a seat on the Board of Directors.

b. The affairs of the RC&D or EDD RC&D Council shall be managed by the Board of Directors Councilmembers.

c. The Board of DirectorsRC&D Council shall meet every other month (February,January, April March, June May, August July, October September, November) to conduct the normal business of the council.

d. The annual meeting of the sponsors and Board of Directors councilmembers shall be held during the month of December. The annual meeting of the RC&D or EDDCouncil shall be held at the place and immediately following the annual meeting of sponsors for the purpose of organization, the election of officers, and the transaction of such other business that may come before the BoardCouncil.

e. Quorum - The presence of at least one council member entitled to vote from each of at least fifty percent (50%) of the representatives or alternates of the counties represented, or four (4) members of the Executive Board.

f. The sponsors shall designate their representative and alternate on the council preferably in advance of the annual meeting.

g. Board Councilmembers shall serve for a period of one calendar year or until a successor is designated.

h. Special Board council meetings may be called by a majority of the Executive Board, or by written petition signed by at least fifty percent (50%) of the sponsors. Notice of such special meetings, either in person or by telephone or by first-class mail shall be given at least 48 hours prior to the meeting and shall specify the time, place, and purpose of the meeting.

i. Voting - Each councilmember shall be entitled to one (1) vote on all actions requiring action by the Boardcouncil.

j. Council Meetings are open to all interested individuals, representatives of clubs, groups, and local, state and federal agencies.

k. Agency and local citizen participation - Individuals, designated representatives of federal, state, county and local agencies may participate in discussions and assist in coordinating the District RC&D program, provide technical assistance, aid in cost-sharing, and help obtain grants and loans. Said individuals may not vote or serve office on the council, unless they are appointed by a sponsor as a designated representative or alternate, or they become an official sponsor..

Local citizens, federal, state, county and local agency representatives may serve on Resource Committees and vote on decisions made by the Committee.

Section 4. Executive Board

a. The elected officers of the DistrictCouncil and active immediate Past-Presidents shall function as the Executive Board. The Executive Director and EDD Director RC&D Coordinator shall be an ex-officio members.

b. The Executive Board shall meet on alternate months from the regular council (January February, May April, July June, September August, November October).

c. The Officers Executive Board shall be elected at an annual meeting of the council for a term of one year or until replacements have been elected.

d. The Executive Board shall be duly elected or appointed or alternates of the sponsoring entities.

e. President, 1st Vice President, and 2nd Vice President shall be limited to two consecutive terms in their respective offices; the Secretary and Treasurer may succeed themselves in office.

f. The Executive Board meetings are open to any individual, representatives of clubs, groups and local, state and federal agencies.

g. A quorum of the Executive Board shall consist of four (4) of the officers.

h. Voting - An act of the majority of the members where a quorum is present shall be the act of the Executive Board. Alternates can only vote in the absence of their representatives.

i. Any vacancy caused by death, resignation or otherwise, shall be filled by vote of the Board of Directors councilmembers to fill the unexpired term of the vacant position.

j. Removal - Any of the Executive Board may be removed for any reason, by affirmative vote of a two-thirds (2/3) majority of the appointed Board of Directors councilmembers. Said removal may take place at any regular meeting of the District council or at any special meeting called for such purpose.

Section 5. Resource Committees

a. for each of the resource concerns outlined in the Columbia-Pacific RC&D Area Plan on an as needed basis. (e.g. forestry, fish, wildlife, agriculture, recreation, tourism, water quality, etc.). The committees can be newly appointed or one that presently exists such as conservation districts, fisheries enhancement committees, economic development committees, etc.

b. Resource Committee membership shall be open to any individual interested in a particular resource upon concurrence of the council and should consist of private citizens, industry, local, state, county and federal representatives from the RC&D or EDD area that have an interest or expertise in a particular resource area. c. Each resource committee shall elect a chair who will give charge of committees, issue instructions, and appoint members thereon, and provide status reports to the board council on plan development, funding, and implementation activities of the measures.

c. For purposes of the Economic Development District the board shall appoint an Economic Development Committee comprised of a representative from each Economic Development Council from the four counties.

d. All measures must be assigned to a representative resource committee and said committee must agree to take responsibility for a measure before final adoption can occur by the council.

e. Resource Committees shall have the power to submit projectsmeasures to the council and provide input on projectmeasure applications being submitted to the boardcouncil.

f. Resource Committees will function only when interest within a particular resource area is sufficient to warrant the committee meeting.

g. Each committee will decide when and how often the committee should meet.

h. A quorum of a committee shall exist when there are three (3) or more members in attendance at an officially called committee meeting.

i. Voting - An act of the majority of the members where a quorum is present shall be the act of the resource committee. An unanimous vote by the private citizens serving on the committee can override any previous action of the committee.

Article VI - Duties of Official Bodies

Section 1. The Executive Board shall consist of a Active Past Presidents, President, 1^st Vice President, 2^nd Vice President, Secretary, and Treasurer.

a. President - The President shall be the presiding officer of the Executive Board and the Board of DirectorsCouncil. He/she shall be responsible for planning and operations subject to the orders of the Executive Board and the Council, and shall be an ex-officio member of all committees. The President shall discharge all the usual functions of the chief executive officer of a not-for-profit corporation in addition to such powers and duties prescribed by law, by articles of incorporation, and by these by-laws.

b. Vice Presidents - The Vice Presidents shall have such powers and perform such duties as the council may from time to time, prescribe or the President may from time to time, delegate to him/her. The Vice Presidents shall temporarily assume the duties of the President in the absence or inability of the President to act.

c. Secretary - The Secretary shall issue notices of and keep minutes of all meetings of the Board of DirectorsRC&D Council, be custodian of the records, keep the roll of all members and discharge such other duties as may be assigned and affix the corporate seal to all documents and instruments requiring such action.

d. Treasurer - The Treasurer shall collect all assessments that may be imposed by the sponsors upon themselves and shall have the care and custody of all funds, which shall be disbursed by him/her only upon the order of the Executive Board and the Board of DirectorsCouncil. In addition to all duties prescribed by law, by the articles of incorporation, by these by-laws, and the Board of DirectorsCouncil, the Treasurer shall:

- furnish at meetings, and whenever requested by the Board of Directors, a statement of the financial conditions of the Board of DirectorsCouncil.

- deposit all funds in the name of the organization in such bank as may be designated by the Executive Board, and shall establish a checking account so all disbursements must have a joint signature of the treasurer and a designated board member.

If the Executive Board of the Board of DirectorsCouncil shall so require, the treasurer shall give bond, in such sum and with such surety as the Executive Board may direct, for the faithful performance of his/her duties and for the safe custody of the funds and property of the BoardCouncil into his/her possession.

e. The Executive Board shall serve as the finance committee. The board shall meet once a year prior to the annual meeting to develop a budget for the Columbia-Pacific Board of DirectorsRC&D Council and submit it for approval of the Council at the annual meeting.

f. The Executive Board shall meet on alternate months as the Board of DirectorsCouncil when there is business that needs immediate attention and can not wait until the next scheduled BoardCouncil meeting.

Section 2. The duties of the Board of DirectorsRC&D Council shall be:

a. Formulate and approve RC&D mission, vision, goals and annual plan of workobjectives which direct the major type of activities the Board of DirectorsRC&D Council will address in implementing its area plan;

b. Adopt RC&D projectsmeasurers identified in the area plan or plan of work as resources permit and as committees are established to follow through with the measure planning, funding and implementation of the adopted measurers;

c. Conduct and direct the activities of the organization;

d. Develop in consultation with staff and the coordinator, an annual plan of work to cover the period January 1 to December 31 each year and carry out this plan of work;

e. Cooperate with other organizations, corporations, agencies, etc., in planning and carrying out endeavors to improve the social, economic and environmental conditions of the area;

f. Establish needed committees to address the resource goalsobjectives of the RC&D or EDD;

g. Make special request on behalf of the sponsors for assistance in locating agencies and organizations to aid in the developing and carrying out the area plan and carry out projectsRC&D measurers;

h. Delegate authority, as deemed necessary, to staff and the RC&D Coordinator to write letters, make phone calls or otherwise contact heads of professional, government, or other organizations to seek assistance in carrying out objectives;

i. The Board of Directors shall have the authority to ask representatives who miss three (3) consecutive unexcused council meetings without having the alternate attend to step down from the board and have the sponsoring organization appoint a new representative.

Section 3. The duties of the resource committees shall be:

a. Provide guidance to the board on goals, objectives and actions that will meet and further the mission of the organization. Enhance and conserve the resources they represent;

b. Establish objectives, goals and strategies to meet goals and objectives of the RC&D or EDDcouncil for incorporation into the plan of work area plan;

c. Develop an annual plan of work that contains activities and measures to accomplish the goals of the area plan;

d. Attend (chairman) the RC&D or EDD meetings and keep the board up-to-date on activities and projectsmeasures;

e. Plan and carry out activities and projectsmeasures in the RC&D annual plan of work including the development of project measure plans.

 

Article VII - Operating Funds

Section 1. Board of DirectorsRC&D Council shall estimate the amount of moneys needed each year to purchase stationary, pay postage, buy needed material for the organization, and pay out-of-pocket expenses of members to attend meetings, Each of the sponsoring organizations will be asked by the Board of DirectorsRC&D Council to contribute to the operating funds to the extent needed and their resources will permit.

Section 2. The Board of DirectorsRC&D Council shall be authorized and empowered to pay reasonable compensation for services rendered and to make subsistence payments for out-of-pocket expenses to members, Executive Board, and other private persons on authorized council business, if local funds are available.

Section 3. No part of the finances of the corporationcouncil shall inure to the benefit of or be distributed to, its members, Executive Board, or other private persons, except for legitimate and reasonable expenses incurred in behalf of the RC&D or EDD.

Section 4. Should this corporation be dissolved, all assets of the corporation shall be distributed only to organizations exempt from income tax under the provisions of Section 501 (c) (3) under the Internal Revenue Code of 1954, or to the Federal government or to the State or local government for a public purpose. No part of the assets of the organization shall ever be distributed to or used for the benefit of any members, trustee or officer of the association, of any private individuals or corporations.

Section 5. Gifts may be accepted by the Board of DirectorsRC&D Council.

Section 6. Cooperating and supporting members may contribute to the Columbia-Pacific Resource Conservation and Economic Development DistrictCouncil.

Section 7. All checks issued shall be signed by the treasurer and a designate member of the Executive Board.

 

Article VIII - StaffCoordinator

Section 1. RC&D or EDD staff is comprised of the Resource Conservation and Development Director and the Economic Development District Director. At the discretion of the Board of Directors, one of these positions will serve as Executive Director of the Columbia-Pacific Resource Conservation and Economic Development District.The Coordinator, as designated by the Soil Conservation Service, shall be a full-time participant in the plan of work development and execution. He/She shall be an ex-officio member of all committees, He/She shall provide a continuing liaison with the Soil Conservation Service personnel, other USDA and other Federal, State, and local agencies and organizations in a position to further the Area objectives. He/She may perform other duties as delegated by the RC&D Council and Executive Board as are consistent with Soil Conservation Service policies and regulations.

Section 2. RC&D or EDD staff are accountable to the Executive Board.

Section 3. The RC&D Coordinator and/or the EDD Director may hire support staff with approval of the Board of Directors. Support staff are accountable to the RC&D Coordinator and/or the EDD Director.

 

Article IX - Change in By-laws

Section 1. The by-laws of the organization may be amended or revised by the Board of DirectorsRC&D council by an affirmative vote of at least two-thirds (2/3) of the board memberscouncilmembers present. Notice of the proposed amendments shall be mailed to the sponsors and board memberscouncilmembers at least three (3) weeks before a board of directors meeting following the notice of intent.

Article X - Rules of Order

Section 1. Robert's Rules of Order, revised, shall be the parliamentary authority of this organization.

 

Article XI

Saving Clause

Section 1. Any portion of these by-laws found to be contrary to law shall not be invalidate other portions.

Article XII - Limitation of Member Liability

Article V - Official Bodies

Section 6. Economic Development District

The Economic Development District operation shall be the responsibility of the four Economic Development Councils within the RC&D or EDD designated boundaries.

A Chairman of the Economic Development District shall be elected from the four Economic Development Councils.

 

Article VI - Duties of Official Bodies

Section 4: The duties of the Economic Development District

Hold EDD meetings as necessary to carry out the business of the EDD, but no less than twice a year.

Determine projects to be undertaken and set budget priorities each year.

Determine how EDD grant funds, and other funds that may be available, are to be budgeted.

Carry out other business as may be necessary for adherence to EDA or other performance requirements.

The Chairman of the EDD shall report back to the RC&D board on the activities of the EDD.