St. John Aroostook

Resource Conservation and Development (RC&D) Area

bylaws

August 12, 1999

The name of this organization shall be the St. John Aroostook Resource Conservation and Development (RC&D) Area hereinafter referred to as the "RC&D".

The organization is an independent, 50l{c}(3) of the Internal Revenue Code nonprofit, nonpartisan, unincorporated group having as its primary concern the conservation, development, wise use or protection of natural resources in the Area.

The mission of the St. John Aroostook RC&D Area is to help people develop, care for and appreciate their natural resources in a way that will enrich their community and better their lives. To this end, the RC&D will:

• Develop, revise and carry out an RC&D Area Plan;
• Secure technical, financial, educational and other services required to apply an Area Plan;
• Educate and inform the public about RC&D activities that might benefit others;
• Support and cooperate with other agencies and organizations involved in RC&D endeavors;
• Cooperate with private and public entities concerned with resource conservation and development of the area’s resources;
• Encourage and support a strong Maine, New England and National Resource Conservation and Development program and its application in Maine.
• Represent the Area at the Maine, New England and National level.

Sponsoring County Commissioners, Soil and Water Conservation Districts, plantations, town and city council members, selectmen and assessors, may designate themselves or interested individuals to represent them on the Steering Committee. Individuals so designated to represent a sponsor on the Steering Committee are considered members of the RC&D.

The Steering Committee will also designate members at large to represent special interest groups.

New sponsors may be added by a majority (51%) vote of the Steering Committee members present.

The activities and property of the RC&D shall be managed, conducted, and controlled by the Steering Committee.

Officers will serve a term of two (2) years. The chair can serve no more than two consecutive terms (a total of four (4) years) in the same office. Other officers may serve as elected with no term limits.

The Chair shall preside at all meetings of the RC&D and of the Executive Committee, appoint committees and committee chairs, casts votes in the case of a tie, oversee the general functions of the RC&D, see that the RC&D meets its objectives and stays within the realm of its authority, represents the RC&D as its spokesperson or appoints representation.

The First Vice Chair shall perform the duties of the Chair should the Chair be absent or unable to perform them and shall perform such other duties as the Chair may assign.

The Second Vice Chair shall perform the duties of the Chair, should the Chair and First Vice Chair be absent or unable to perform them and shall perform such other duties as mentioned above in Section II and III.

The Secretary shall keep, or cause to be kept, accurate minutes of all meetings of the RC&D and Executive Committee, and shall have custody of the records of the RC&D other than financial. Minutes shall be provided to members.

A permanent record of all RC&D activities will be maintained at the St. John Aroostook RC&D office for purposes of public inspection, during normal working hours for the maintenance of a historical file and to meet legal requirements.

The Treasurer shall have general charge of the books of accounts, supervision of the receipts and expenditures of the funds of the RC&D. The Treasurer will be responsible for the securities, deeds, documents, relating to financial matters, real and personal property. The Treasurer will provide annual and periodic reports to the RC&D at Steering Committee meeting. In addition, the Treasurer is responsible for securing audits and special reports which may be required.

The Executive Committee will consist of an odd number and be made up of officers and Steering Committee Members appointed by the Chair.

The Chair may call upon the Executive Committee in emergency situations or where time is a major consideration in decision making.

Action taken by the Executive Committee will be reported to the Steering Committee and approved at the Steering Committee’s next meeting.

USDA staff are invited to serve as advisors to the Steering Committee. Advisors, agency personnel and guests are ex-officio and do not have voting rights.

Meetings will be held at least quarterly.

Meetings may be held by means of a conference telephone or similar communications equipment provided all persons participating can hear each other. Such participation shall constitute presence in person at the meeting. Fax machines maybe used to relay information.

All meetings shall be open to the public. No executive sessions shall be held.

Section III

All officers, Steering Committee members, and as many general members as feasible will receive written or oral notice informing them of the meeting at least seven (7) working days prior to a Steering Committee meeting.

The Steering Committee will hold its Annual Meeting in February. Any other business that may legally come before the meeting may also be transacted.

A quorum necessary for the transaction of business shall consist of at least half of the Steering Committee members of which one is to be an officer.

A simple majority vote by the quorum present will transact business. Tie votes will table the proposal, which may or may not be considered at a future Steering Committee meeting.

Abstaining from voting will not impact favorably or unfavorably, the adoption of a proposal requiring a vote. (Example - ten (10) Steering Committee Members including the Chair are present for a Steering Committee meeting and are called upon to vote on a proposal. Five (5) abstain, three (3) are in favor and two (2) against. The proposal passes by a simple majority).

A conflict between the private interests and the official responsibilities of a member of the Steering Committee or any committee shall constitute a "Conflict of Interest". The member shall declare such conflict and not vote. "Conflict of Interest" shall preclude involvement in any decision whereby the member or their immediate family stands to receive personal gain.

Election of all officers will be held at the Annual Meeting during even numbered years. Newly elected officers will assume their duties at the time of election.

Before the Annual Meeting a nominating committee made up of at least two (2) Steering Committee Members shall be appointed by the Chair. This committee will be charged with the duty of reporting at the Annual Meeting of the Steering Committee a slate of candidates for Steering Committee officers. Other candidates may be nominated from the floor.

Special elections will be held to replace officers who no longer can hold office or are unable to succeed the Chair or First Vice Chair. A nominating committee made up of at least two (2) Steering Committee members will be appointed by the Chair, First Vice Chair or Second Vice Chair. This committee will present a slate of replacements to the vacated positions to be voted upon at the next Steering Committee meeting. Other candidates may be nominated from the floor. This slate of officers will hold office until the next regularly scheduled Annual Meeting held during even numbered years.

Section III’s newly elected officers will assume their duties at the time of election for filling of vacancies.

The RC&D shall confine its activities to those in direct furtherance of its mission and purpose refraining from any political activity which is prohibited for organizations that have been granted federal tax exemption under section 50l{c}(3) of the Internal Revenue Code of l996 as amended.

No part of the RC&D’s earnings shall benefit any officer, Steering Committee member, or other individual, except compensation for services rendered in its behalf and to make payments and distributions in furtherance of the purposes and functions set forth in these bylaws.

The Steering Committee may authorize the payment of reasonable compensation for services rendered and to make payments for out-of-pocket expenses to Steering Committee members, officers, and other private persons on authorized business subject to a pre-approved line item in the budget, the availability of funds and Article VIII, Section 8.

Section IV

The Steering Committee or its designee (usually the Chair) shall have the sole authority to govern, represent or speak for the RC&D.

Section V

Financial operation of the RC&D will be governed by the Steering Committee which will cause to be prepared a line item budget for approval at the Annual Meeting prior to any expenditure of funds.

• The Steering Committee may accept on behalf of the RC&D any contribution, gift, bequest, grant and/or donation.
• All funds of the RC&D shall be deposited within five (5) working days to RC&D accounts held by banks, trust companies or other such depositories the Steering Committee selects.
• All checks, drafts, or orders for the payment of moneys shall be signed by the treasurer.
• The Steering Committee may authorize any officer or officers, agent or agents of the RC&D, in addition to the officers, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the RC&D. Such authority may be general or confined to a specific instance.
• The Steering Committee shall not borrow funds or commit the RC&D to expenditures that will create a debt without a matching income.
• An audit by a certified public accountant will be performed as determined by the Chair in consultation with the treasurer.
• The RC&D’s fiscal year runs from January 1^st to December 31^st.

Any officer or Steering Committee member who fails to carry out the duties (having three unexcused absences without an alternate present, unauthorized representation of the RC&D to the public, groups or organizations, misuse of funds, et cetera) of the office or position may be removed by a two-thirds vote of the entire Steering Committee. Written or oral notice of such removal must be given to all Steering Committee members at least seven (7) working days prior to the proceedings.

Section VII

Amendments to these bylaws may be introduced by any member of the RC&D. Copies must be provided to the Steering Committee seven (7) working days in advance of vote. Amendments may be approved by a simple majority of those in attendance at the Steering Committee meeting providing a quorum is present.

The RC&D prohibits discrimination on the basis of race, color, national origin, gender, religion, age, disability, political beliefs, sexual orientation, marital or family status.

The officers, Steering Committee, members, and staff shall not be liable or accountable in any manner for honest 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 reliable without incurring personal liability or responsibility of any kind pursuant to Maine SP 952 - ID 2520, Section 2l4 MRSA 5158-A.

Any portions of these bylaws found contrary to law shall not invalidate other portions of these bylaws.

Robert’s Rules of order (revised) shall govern the conduct of business in all cases in which they are applicable and not in conflict with these bylaws.

In the event of dissolution, all of the remaining assets and property of the RC&D shall, after payment of necessary expenses thereof, be distributed to such organizations as shall qualify under section 50l{c}(3) of the Internal Revenue Code as amended, or corresponding provisions of any subsequent federal tax laws, or to the federal government or state or local government for a public purpose, subject to the approval of a justice of the Supreme Court of the State of Maine, according to Maine State Law, Title 13-B with Title 5, Section 86 and/or applicable IRS regulations.

The St. John Aroostook RC&D Area’s Bylaws were unanimously amended by the Steering Committee on August 12, 1999.