Section #1 The name of the organization shall be the Penn Soil Resource Conservation and Development Council.

Section #2 The organization is an independent, non-profit, non-partisan group having as its primary concern the acceleration of the conservation and development of the natural resources in the Project Area.

The purpose of this organization is to provide the local leadership necessary to develop and implement a plan that will improve the economy, environmental and social well-being of the people through accelerated planning and development of the natural resources in the project area consisting of Clarion, Crawford, Erie, Forest, Lawrence, Mercer, Venango and Warren Counties.

Section #1 The objectives of the organization are:

• To serve as a coordinating group to perform the duties and responsibilities in the development and implementation of a RC&D Project Plan.

• To cooperate and assist in carrying out local and regional development plans of other organizations and agencies.

• To create a general awareness by all the people on the urgency and need for orderly development and conservation of all resources in the Project Area.

• To assist in securing the required technical, financial, educational and other services required to implement the Project Plan.

• Revise and add to the Project Plan as the need arises.

Section #2 The powers of the organization are restricted to its purpose as stated in Section 1 of this Article. The organization does not have any legal authority. Legal authority needed to carry out certain project measures may be furnished by the conservation district, the county or the community in which the measure is located.

Section #1 The official Project Sponsors are:

• Clarion County Commissioners

• Clarion County Conservation District

• Crawford County Commissioners

• Crawford County Conservation District

• Erie County Executive

• Erie County Conservation District

• Forest County Commissioners

• Forest County Conservation District

• Lawrence County Commissioners

• Lawrence County Conservation District

• Mercer County Commissioners

• Mercer County Conservation District

• Venango County Commissioners

• Venango County Conservation District

• Warren County Commissioners

• Warren County Conservation District

Section #1 The Executive Council will be comprised of four members from each specific county in the Project Area; one County Commissioner, one Conservation District Director and two members-at-large.

Section #2 The Board of County Commissioners and the Conservation District Directors from each specific county will jointly appoint the members-at-large to the Executive Council. Members-at-large may be drawn from business, industry, non-profit, government or private individuals.

Section #3 Membership on the Executive Council shall continue until a replacement is appointed by the represented sponsor. No member of the Executive Council shall be denied membership on the grounds of race, color or national origin from participation in the actions of the Executive Council.

Section #4 Each of the above groups from each specific county may designate another person to serve as an alternate on the RC&D Council. The respective groups must notify the council in writing of the name and address of the regular member and their appointed alternate prior to having voting privileges. Alternates are eligible to hold office.

Section #5 At any one time, there shall only be thirty-two (32) votes. The voting members are: one County Commissioner from each county, one Conservation District Director from each county, and two members-at-large from each county. An alternate may only vote in the absence of the regular member whom he represents. Each person may exercise one vote.

Governing Body and Officers

Section #1 The governing body of this organization shall be known as the Executive Council.

Section #2 The Officers of the Executive Council shall be Chairman, Vice-Chairman, Secretary and Treasurer.

Section #3 The officers shall be members of the Executive Council and be elected by a majority of the Executive Council membership present and voting at the annual meeting.

Section #4 Chairman, Vice-Chairman, Secretary and Treasurer shall be elected for a period of one (1) year or until their replacements have been elected.

Section #1 The Executive Council shall meet quarterly or as often as determined by the Executive Council. Special meetings may be called by the Chairman or at the request of one-third of its membership.

Section #2 One member present from at least five of the eight counties shall constitute a quorum.

Section #1 The Executive Council shall approve a budget at the August meeting for the annual operation of the organization.

Section #2 The Executive Council will, prior to the end of each year, establish dues for the following year. Dues shall be payable before the end of January each year. The sponsors in the project area will be asked by the Executive Council to contribute to the operating fund.

Section #1 Duties of officers are:

• Chairman: Preside at all meetings of the Council.

• Vice-Chairman: Act for the Chairman in his absence.

• Secretary: Record the Council meetings.

• Treasurer: Keep records of monies and disburse funds as authorized by the Council.

The four-(4) officers will be known as the Board. They shall be empowered to act on behalf of the Executive Council when the Council is unable to meet or the necessary action would not require a special meeting.

Section #2 Duties of the Executive Council:

• The Executive Council shall be empowered to conduct and direct the activities of the organization.

• Evaluate, approve, prioritize and insure completion of project measures submitted to them by sponsors and others.

• Invite representatives of agencies, organizations and individuals to explain how project proposals might be accomplished.

• Make special requests of agencies, organizations and individuals for information and assistance to prepare project proposals and in carrying out of project measures.

• Assign priorities to project measures and develop an annual plan of work for each year.

• Organize needed committees, give charges to committees, issue instructions and appoint members thereon. Only members of the Executive Council shall be appointed as committee chairpersons. Other committee members need not be members of the Executive Council.

• Designate one or more members to represent the organization at meetings, hearings, etc., as considered desirable.

• Arrange for an external annual or special audit of the organization's financial affairs.

These bylaws may be amended at a regular or special meeting when a majority of all members are present. The notice of such meeting shall contain the proposed amendment and information about amending the bylaws. A simple majority of those present may adopt the amendment. In the event that a majority of the members are not present at the meeting at which the bylaws are to be amended, a mail referendum may be conducted. An amendment may be adopted by a two-thirds majority of all members through mail referendum.

Adopted by resolution of the Penn Soil Resource Conservation and Development Council on February 14, 1990.

Amended on May 21, 1997 to include a second at-large member for each county (Article V, Section 5).