Pocono Northeast Resource Conservation And Development (RC&D) Council

Section 1: Name. The name of the organization shall be Pocono Northeast Resource Conservation and Development (RC&D) Council.

Section 2: Purpose. The Pocono Northeast RC&D Council is organized exclusively for charitable, scientific and educational purposes, specifically related to improving the social, economic, and natural environment of the Pocono Northeast through appropriate utilization, improvement, and conservation of natural resources.

Section 3: Fiscal Year. The fiscal year shall be the calendar year.

ARTICLE II - MEMBERSHIP

Section 1: Member Appointments. Membership shall consist of those individuals appointed by the sponsoring County Conservation Districts and other sponsoring non-profit organizations or municipalities as authorized by the Board of Directors.

Section 2: Non-discrimination. Membership shall in no way be restricted by the Sponsors or the Board of Directors on the basis of race, color, national origin, sex, religion, age, disability, political beliefs and marital or familial status.

Section 3: Number of Members. The number of members shall not be limited by either county or sponsoring organization.

Section 4: Voting Members. Members that are actively serving on either the Board of Directors, the Resource Conservation Trust, or a committee authorized by the Board of Directors shall be classified as voting members. All voting members may vote at the Annual Meeting to elect the Board of Directors and its officers Voting members are eligible to have their name placed in nomination for a seat on the Board of Directors.

Section 1: Annual Meeting. The date of the annual meeting shall be set by the Board of Directors who shall also set the time and place. It shall be the last meeting of the fiscal year and may either be held in place of or in addition to the last regular meeting of the Board of Directors.

Section 2: Special Meetings. Special meetings may be called by the Chair or the Executive Committee.

Section 3: Notice. Notice of each meeting shall be given to each voting member, by mail, not less than ten days before the meeting.

Section 1: Board Role, Size, Compensation. The Board is responsible for overall policy and direction of the Council, and delegates responsibility for day-to-day operations to the Executive Director and committees. The Board shall have eleven appointed Directors plus up to ten Directors elected from the voting membership of the Council. The sponsoring Conservation Districts plus the Economic Development Council of Northeastern Pennsylvania (EDCNP) shall each appoint one Director. The board receives no compensation other than reasonable expenses.

Section 2: Meetings. The Board shall meet at least quarterly, at an agreed upon time and place. Board meetings shall be open to all members and the general public.

Section 3: Board Elections. Election of new Directors or election of current Directors to subsequent terms will occur at the annual meeting of the corporation. All non-appointed Directors will be elected by a majority vote of the Council’s voting members.

Section 4: Voting. Unless otherwise stated in the articles of incorporation, or these bylaws, or required by applicable law, all questions shall be decided by a majority of the Directors voting thereon. Each Director shall be entitled to only one vote. Voting members as defined under Article II Section 4 shall only vote at the Annual Meeting for the purpose therein stated.

Section 5: Terms. All elected Directors shall serve two year terms, but are eligible for re-election. One-half of the elected Director’s positions will be voted on at each Annual Meeting. All appointed Directors shall serve until replaced by the sponsor or until resignation or removal by the Board of Directors for just cause.

Section 6: Quorum. A quorum shall be achieved by either representation of one-half of the Directors appointed by the sponsoring conservation districts or by the attendance of at least one-half of the total number of Directors in good standing with the Council.

Section 7: Notice. An official Board meeting requires that each Director have written notice ten days in advance.

Section 8. Officers and Duties. There shall be five officers of the Board consisting of a Chair, Vice-Chair, Past-Chair, Secretary, and Treasurer. These officers shall comprise the Executive Committee. Their duties are as follows:

• The Chair shall convene regularly scheduled Board meetings and shall preside or arrange for other members of the executive committee to preside at each meeting in the following order: Vice-Chair, Past-Chair, Secretary, and Treasurer. S/he shall direct the staff in the development of agendas for each meeting. The Chair shall be a member of all committees and the Pocono Northeast Resource Conservation Trust.

• The Vice-Chair will chair the nominations committee and other special committees as designated by the Board. S/he will chair the committee to plan the Annual Meeting. The Vice-Chair shall succeed the Chair.

• The Past-Chair will be the official representative of the Council at the Pennsylvania and Mid-Atlantic RC&D Association meetings and other meetings as assigned by the Board. S/he shall serve on the Finance Committee and the Resource Conservation Trust.

• The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring that corporate records are maintained.

• The Treasurer shall make a report at each Board meeting. The Treasurer shall chair the Resource Conservation Trust and the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public.

Section 8: Vacancies. When a vacancy on the Executive Committee exists, nominations for new officer(s) may be received from present Board members by the Secretary two weeks in advance of a Board meeting. Only voting members of the Council are eligible for nomination. These nominations shall be sent out to the Directors with the regular Board meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Director’s term.

Section 9: Resignation, Termination and Absences. Resignation from the Board must be in writing and received by the Secretary. A Director shall be dropped for excess absences from the Board if s/he has three unexcused absences from Board meetings in any twelve month period. A Director may be removed for other reasons by a three-fourths vote of the remaining Directors.

Section 10: Special Meetings. Special meetings of the Board shall be called upon the request of the Chair or one-third of the Board. Notices of special meetings shall be sent out by the Secretary to each Director postmarked two weeks in advance.

Section 11: Reimbursement and Compensation. The Council shall reimburse Directors for all reasonable expense incurred in carrying out their duties and responsibilities. No member of the Board of Directors, or member of the immediate family of any board member, shall occupy any position in the corporation on regular salary.

ARTICLE V - COMMITTEES

Section 1: The Board may create committees as needed. The Board Chair appoints all committee chairs.

Section 2: Executive Committee. The five officers of the corporation serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors.

Section 3: Finance Committee. The Treasurer is chair of the Finance Committee, which includes the Executive Director and three other Board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget with staff and other Board members. The Board must approve the budget, and all expenditures must be within the budget. Any major change in the budget must be approved by the Board or the Executive Committee. Annual reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the organization are public information and shall be made available to the membership, Board members and the public.

Section 4: Pocono Northeast Resource Conservation Trust. The Trust shall be chaired by the Treasurer of the Council and shall include as trustees the Chair and Past-Chair plus those individuals annually appointed by the Board of Directors. Appointments to and administration of the Trust shall be in accordance with the Declaration of Trust. All funds secured by the Trust shall be kept separate from operating funds of the corporation and be used exclusively for charitable, scientific, and educational project activities.

ARTICLE VI - DUTIES OF DIRECTORS AND PERSONNEL

Section 1. Management of Business. The Board of Directors shall have general supervision and control of the business and the affairs of the corporation and shall make all rules and regulations not inconsistent with law, the articles of incorporation, or bylaws for the management of the business and the guidance of the members, officers, employees, and agents of the corporation.

Section 2. Employment of an Executive Director. The Board of Directors shall have power to employ, define duties, fix compensation, and dismiss an Executive Director and with or without cause at any time. The Board shall authorize the employment of such other employees, agents, and counsel as it from time to time deems necessary or advisable in the interest of the corporation. The Executive Director shall have charge of the day to day business of the corporation under the direction of the Board of Directors.

Section 3. Bonds and Insurance. The Board of Directors shall require the Executive Director and all other officers, agents, and employees charged by the corporation with responsibility for the custody of any of its funds or negotiable instruments to give adequate bonds. Such bonds, unless cash security is given, shall be furnished by a responsible bonding company and approved by the Board of Directors, and the cost thereof shall be paid by the corporation. The Board of Directors shall provide for the adequate insurance of the property of the corporation, or property which may be in the possession of the corporation, or stored by it, and not otherwise adequately insured, and, in addition, adequate insurance covering liability for accidents to all employees and the public.

Section 4. Accounting System and Audits. The Board of Directors shall have installed an accounting system which shall be adequate to meet the requirements of the business and shall require proper records to be kept of all business transactions. At least once in each year the Board of Directors shall secure the services of a competent and disinterested qualified person, public auditor, or accountant, who shall make a careful audit of the books and accounts of the corporation and render a report in writing thereon, which report shall be submitted to the directors of the corporation and made available to the members of the Council. This report shall include at least a balance sheet showing the true assets and liabilities of the corporation, and an operating statement for the fiscal period under review.

Section 5. Depository. The Board of Directors shall select one or more banks to act as depositories of the funds of the corporation and determine the manner of receiving, depositing, and disbursing the funds of the corporation and the form of checks and the person or persons by whom they shall be signed, with the power to change such banks and the person or persons signing such checks and the form thereof at will.

Section 6. RC&D Coordinator. The Board of Directors may, in lieu of or in addition to hiring an Executive Director, utilize the services of a federally appointed RC&D Coordinator to assist the Board with the day to day business of the Council. The Coordinator may be granted the power, authority, and title of an executive director by the Board of Directors with the approval of and to the extent allowed by the Coordinator’s employer.

ARTICLE VII - INDEMNIFICATION

The association shall indemnify its officers, directors, employees, and agents to the fullest extent possible under the provisions of applicable laws of the Commonwealth of Pennsylvania.

The corporation may purchase liability insurance coverage for any person serving as an officer, director, employee or agent to the extent permitted by applicable State law.

ARTICLE VIII - AMENDMENTS

Section 1: These Bylaws may be amended when necessary by a two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.

These Bylaws were approved at a meeting of the Board of Directors of the Pocono Northeast RC&D Council on June 6, 1997