BYLAWS

FOR THE

RIVER COUNTRY RESOURCE CONSERVATION

AND DEVELOPMENT COUNCIL, INC.

WISCONSIN

(Revised 2000)

SECTION I : OBJECTIVES

To carry out the purpose of the Council as described in the articles of incorporation and Constitution, the objectives and activities shall be:
- To develop and implement an action oriented plan of resource, conservation, development, and utilization within the Counties of Barron, Buffalo Chippewa, Clark, Dunn, Eau Claire, Jackson, Pepin, Pierce, Polk, St. Croix and Trempealeau Counties, in an effort to conserve, develop, and utilize wisely their natural and human resources and thereby improve the social, economic and environmental betterment of the area.
- To create a general awareness on the part of all people of the urgency and need for orderly development, conservation and wise utilization of resources within the area.
- To secure the technical, financial, educational, and other services required to develop, implement, and carry out a work plan.
- To assist in coordinating and helping to carry out the local and regional plans of other organizations and agencies as requested.
The Council is organized exclusively for charitable, educational, or scientific purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code.

SECTION II: AREA SPONSORS

The Counties are the Area Sponsors of the River Country Resource Conservation and Development (RC&D) Council and collectively will be called Area Sponsor.
Each County Board or designated committee of the area sponsor shall designate a representative to serve as a Council member. The name of the designated representative shall be recorded in the official minutes of the County and/or designated committee.
Each area sponsor shall approve an at-large representative to serve as a council member. This at-large member will be selected from a list of potential representatives compiled by the Council. The county is encouraged to nominate potential at-large representatives for consideration. The approval of the at-large representative will be recorded in the official minutes of the county and/or designated committee.
Each Area Sponsor shall be responsible for reimbursement, if any, of expenses of their council member serving on the Council or as the Council’s representative on Area Sponsor Committees working on Council approved measures.
Each Area Sponsor will contribute equally, annually to Council activities.
Each Area Sponsor shall advise the Council regarding recommended action concerning those individual plan of work items, physically located within the county’s boundary, and shall be co-sponsor of these items.

Each Area Sponsor shall be responsible for reimbursement, if any of expenses of expenses of their member serving on the Council or as the Council’s representative on Area Sponsor Committees working on Council approved measures.
Each Area Sponsor will assist the Council in keeping people informed about Council activities.

SECTION III: CORPORATE SPONSORS

Upon application, and in accordance with established policy, the Council may approve membership of Corporate Sponsors. To be eligible, organizations must operate or have concerns within the River Country RC&D area and share the Council’s desire to enhance and develop the economic, natural and human resources of the area.
Corporate Sponsors shall designate one Council member and so inform the Council.
Each Corporate Sponsor shall be responsible for reimbursement, if any, of expenses of their member or alternate, serving on the Council or as the Council’s representative on committees working on Council approved proposals.
Each Corporate Sponsor will contribute equally annually to Council activities.
Each Corporate Sponsor will assist the Council in keeping people informed of Council activities.

SECTION IV: NON-PROFIT ORGANIZATIONS, TRIBES AND OTHER

GOVERNMENT SPONSORS

Upon application, and in accordance with established policy, the Council may approve membership of Other Sponsors. To be eligible, organizations must operate or have concerns within the River Country RC&D area and share the Council’s desire to orderly enhance and develop the economic, natural and human resources of the area.
Other Sponsors shall designate one Council Member and so inform the Council.

Each Other Sponsor shall be responsible for the reimbursement, if any, of expenses of their member or alternate, serving on the Council or as the Council’s representative on committees working on Council approved proposals.

Each Other Sponsor will contribute equally annually to Council activities.
Each Other Sponsor will assist the Council in keeping people informed of Council activities.

SECTION V. THE COUNCIL

The Council shall consist of the sum of all of the Area Sponsor, at-large, Corporate Sponsor, and Other Sponsor members. The Council shall have authority to appoint additional advisory members as appropriate.
Council members serve at the pleasure of their respective Sponsor.
The officers of the Council shall be a President, Vice President, Secretary, and Treasurer.
The Council shall biannually elect officers at a meeting of the Council, to be held following the organizational meeting of the County Boards of Supervisors after the third Tuesday of April, but before the 31^st of May.
Officers shall be elected for a term 2 years and may be eligible for re-election.
The President shall preside at all meetings of the Council and Annual Meeting. The President is authorized to delegate to one or more officers, from time to time, the performance of any of functions or responsibilities of the office; to supervise the performance of such delegated duties; and to revoke any such delegation at any time.
The Vice President shall act for the President in his/her absence.
The Secretary shall keep a record of the Council’s meetings and all of its transactions. Policy statements shall be recorded in the minutes of meetings and a separate record of these policies shall be maintained.
The Secretary shall notify members of meetings; distribute copies of the minutes of all meetings to each member of the Council.
The Treasurer shall receive contributions and other monies and deposit same in the Council’s account at a bank approved by the Council; make approved disbursements from this account; provide reports; assist in the development of annual budgets and perform all other duties incumbent on the office.
The Council shall organize needed committees, indicate objectives, issue instructions, and designate membership thereof, including a Board of Directors. The Council shall authorize this Board of Directors to carry out selected duties which they delegate to them.
No substantial part of the activities of the Council shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the council shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on the behalf of any candidate for public office.
Not withstanding any other provision of these Articles, The Council shall not carry on any other activities not permitted to be carried on:
- By a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue code or the corresponding section of any future Federal tax code. OR
- By a Corporation, contributions to which are deductible under Section 170(c) (2) of the Internal Revenue Code or corresponding section of any future Tax code.
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers or other private persons except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered.

SECTION VI: THE BOARD OF DIRECTORS

The board of Directors shall consist of elected Council officers plus three Council members elected by the full Council.
The Board of Directors shall meet bimonthly with additional meetings called by the President as necessary (reference also VIII – No. 3).
The officers of the Board of Directors shall be the same as the Council.
The officers of the Board of Directors will perform all duties similar to the Council officers.
The officers of the Board of Directors term of office will be similar to the Officers of the Council.

SECTION VII: DUTIES OF THE COUNCIL

The Council shall be empowered to conduct and supervise the current activities of the River Country RC&D, Incorporated, have control over the use and disposition of its funds and property; set dues annually; prepare and adopt a budget; and approve disbursements.
Upon the dissolution of the corporation, the Council shall, after paying or making provision for the payment of all the liabilities and obligations of the Council, all of the remaining assets shall be transferred or conveyed to any organization or organizations showing similar purposes to this organization under Section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future Federal tax code, as the Council shall determine.
Any such assets not so disposed of shall be disposed of by the appropriate Court of original jurisdiction of the County in which the principal office of the Council is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
The Council shall arrange for a tri-annual audit of River Country RC&D Council, Incorporated, records and finances by qualified disinterested persons or as required by any grants obtained by the Council.
The Council shall provide bonding for the Council treasurer and any other designated signator.
The Council will review and approve an Annual Plan of Work. The Council will establish policy that will seek public input for the Plan of Work.
The Council shall establish policy for the review and acceptance of RC&D proposals submitted.
The Council may designate a representative(s) to represent them at meetings, hearings, etc.
The Council will establish technical advisory teams comprised of local, State and Federal Agency representatives.
The Council will establish policy regarding employment of Council staff, and management of project proposal(s).
The Council will prepare and annual report on Council Accomplishments for sponsors, and program supporters.
The Council may initiate, review and approve or disapprove RC&D proposals.

SECTION VIII: DUTIES OF THE BOARD OF DIRECTORS

The Board of Directors shall draft policy for the Council.
The Board of Directors shall implement the policy approved by the Council.
The Board of Directors may employ and determine the rate of compensations for employees.
The Board of Directors shall manage proposal activities consistent with Council policy.
The Board of Directors shall supervise Council employees. They will provide input and direction to the Coordinator’s annual performance review and appraisal.
The Board of Directors shall draft an Annual Plan of Work to be presented to the Council for approval.
The Board of Directors shall order needed audits and accounting procedures.
The Board of Directors may appoint committees to assist them complete the duties listed in #1-7 of this section.

SECTION IX: MEETINGS

The Council shall meet at least biannually, including the Annual Meeting with additional meetings called by the President as necessary.
The Council shall hold an annual meeting (May) that shall be open to the public. Required public notices of such meetings shall be published and/or posted.
All Council meetings shall have an established agenda and all Council members will be notified in advance of the meeting date. Board of Directors and additional Council meetings may be called by the President as the need arises (reference Section V. No. 2). An agenda will be established and minutes kept. The President will determine locations of meetings.
When voting at any regular, annual or special meeting, there will be one vote per Council Member present. The President may determine the need for, and sanction a vote by written ballot. In the case where action is needed by the full council between meetings, the President may send out a written ballot, with a time frame for return. For a vote to be valid, the returned ballots must meet the quorum requirements as specified in Section VIII No. 5.
A quorum of the RC&D Council or Board of Directors shall consist of a simple majority of the Council or the Board of Directors for the transaction of business. A majority of the votes of such quorum shall be sufficient for official action.

SECTION X: RESOURCE PERSONNEL

Committees – The Council Board of Directors may establish committees and/or advisory panels as necessary to carry out the Plan of Work
Coordination – A duly authorized Coordinator will be recognized as coordinator between agencies, Council and groups.

SECTION XI: BYLAW CHANGES

These Bylaws, or any part thereof, may be amended or repealed by majority vote of the Council at any meeting when a 15-day notice of such meeting contains the proposed changes.

IN WITNESS THEREOF, these Bylaws of the River Country Resource Conservation and Development Council, Incorporated, were adopted at a regularly scheduled meeting on August 24, 2000. The notice of said meeting having contained the proposed Bylaws.

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President Date

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Vice-President Date

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Secretary Date

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Treasurer Date