Pringle Creek Watershed Council

BYLAWS

Adopted June, 2000

Table of Contents

Name
Purpose
Membership
General Membership Meetings
Board of Directors
Executive Committee
Officers
Other Committees
Action by Written Consent
Finance and Accounting
Indemnification
Discrimination
Appeals
Gifts
Dissolution
Amendments

The name of this organization shall be the Pringle Creek Watershed Council.

1. The purpose of the Pringle Creek Watershed Council is to function as a local volunteer watershed council consistent with the provisions of ORS 541.388 and to involve the local community in the stewardship of its watershed and attendant natural resources. Focusing on results, this involvement is aimed at development, implementation and management of a sustainable plan to enhance, restore and maintain watershed health while balancing a variety of environmental, social and economic interests within the watershed. The Council will assess the condition of the watershed and its natural resources; educate and promote awareness about watershed functions; engage community participation whenever possible in issues of watershed health; foster common watershed goals; develop a watershed action plan; facilitate watershed improvement projects; and monitor and report results. The Council will form partnerships with local schools and Oregon colleges and universities for educational purposes and with other entities working to support this purpose.

ARTICLE III: MEMBERSHIP

SECTION 1. ELIGIBILITY. Any person or persons supporting the purpose of the Pringle Creek Watershed Council (PCWC) and living within the watershed or representing a group, business or organization active within the watershed may register to become a member of the PCWC by attending any regular meeting and providing basic registration information.

SECTION 2. CLASSES. There shall be the following classes of Members in the General Membership:

Regular Members. Any person actively interested in furthering the purpose of the PCWC may become a regular member upon registration. All Members of the Board of Directors, Officers, Executive Committee Members, Committee Members, and other elected or appointed officials must be active Regular Members.
Board of Directors. Any person may be elected as a Member of the Board of Directors by majority vote of all Regular Members present at any duly held Annual Meeting of the PCWC. Vacancies between Annual Meetings may be filled by a majority vote of the remaining Board of Directors. Primary watershed interest groups will be afforded representation on the Board of Directors with seats for two members each from the following seven categories: Academic/Educational, Business/Economic, Environmental, Municipal/Governmental, Residential/Property Owners, Scientific/Technical Advisory, and Other/General Interest. In addition, each of the Neighborhood Associations within the watershed shall be afforded representation on the Board of Directors.
Executive Committee Members. The Executive Committee shall be elected from the sitting Board of Directors into the positions of President, Vice President, Secretary and Treasurer.

SECTION 3. SUSPENSION OR TERMINATION. Membership may be terminated by resignation or by action of the sitting Board of Directors with a two-thirds vote at any duly constituted meeting. The Board of Directors shall have the authority to suspend or terminate membership of any Member when the conduct of such person is considered detrimental to the best interests of the PCWC. For Members of the Board of Directors and the Executive Committee, such conduct shall specifically include, but not be limited to, missing three consecutive meetings. The Member involved shall be notified of such meeting, informed of the general nature of the charges and given an opportunity to appear at the meeting to answer such charges.

ARTICLE IV: GENERAL MEMBERSHIP MEETINGS

SECTION 1. DEFINITION. A General Membership Meeting is any meeting of the entire membership of the PCWC. The membership of the PCWC shall meet periodically and at least annually to elect representatives to the Board of Directors and to conduct such other business as may be referred to it by the Board of Directors.

SECTION 2. NOTICE OF GENERAL MEMBERSHIP MEETING. Notice of each General Membership Meeting shall be delivered personally, electronically, or by mail to each Member at the last recorded address at least three (3) days in advance of the meeting, setting forth the place, time, and purpose of the meeting. Notice also may be given in alternative forms as authorized by Members at a regularly convened General Membership Meeting.

SECTION 3. QUORUM AND VOTING. A quorum for a general membership meeting will consist of those Regular Members present. Only Regular Members shall be entitled to make motions and vote at General Membership meetings. However, the sitting Board of Directors may invite, admit, and recognize guests for presentation or comments during General Membership meetings.

SECTION 4. RULES OF ORDER. Robert's Rules of Order shall govern the proceedings of all General Membership meetings, except where such conflicts with these bylaws.

SECTION 5. ABSENTEE AND PROXY BALLOTS. There shall be no absentee or proxy balloting.

SECTION 6. ANNUAL MEETING. The Annual Meeting of the PCWC shall be held on a date, time, and place so designated by the Board of Directors each year for the purpose of registering new Members, electing the Board of Directors, receiving reports, reviewing the Bylaws, appointing committees, and for the transaction of such business as may properly come before the Membership.

a. The Membership shall receive at the Annual Meeting a “State of the Council” report from the Executive Committee through the Board of Directors showing:

condition of the PCWC to be presented by the President or the President's designate;
a general summary of funds received and expended by the PCWC for the previous year, the amount of funds currently in possession of the PCWC, the location, and where and how the funds are invested, and the name of the financial institution in which such funds are maintained;
the entire amount of real and personal property owned, rented or leased by the PCWC; disposition of property no longer owned, rented or leased also shall be reported annually;
for the year immediately preceding, the amount, date, nature and location of the property acquired indicating manner of acquisition, amount applied, appropriated or expended; and the purpose(s), objects, or persons to or for which such applications, appropriations or expenditures have been made; and
the names of persons who have become Regular Members of the PCWC during the year.

This report shall be filed with the records of the PCWC and entered into the minutes of the proceedings of the Annual Meeting.

All meetings will be conducted consistent with State of Oregon Open Meeting laws, and a

portion of each meeting will be set aside for public comment.

SECTION 7. SPECIAL GENERAL MEMBERSHIP MEETINGS. Special General Membership meetings may be called by a majority of the Board of Directors, by the Executive Committee or by the President at their discretion. Upon the written request of a majority (50 per cent plus one) of the sitting Board of Directors, the President shall call a Special General Membership meeting to consider the subject specified in the request. No business other than that specified in the notice of the meeting shall be transacted at any Special General Membership meeting. Such Special General Membership meeting shall take place within thirty (30) days after the request is received by the President.

ARTICLE V: BOARD OF DIRECTORS

SECTION 1. DUTIES. The management of the property and affairs of the PCWC shall be vested in the Board of Directors.

SECTION 2. NUMBER OF DIRECTORS. The maximum number of Directors is 20 based upon the number of primary watershed interest groups. The number is set at the Annual Meeting. The number may be increased by a majority vote of all Regular Members present at any General Membership meeting or Special Membership meeting called for that purpose.

SECTION 3. ELECTION OF DIRECTORS. The Board of Directors shall be elected at the Annual Meeting and shall assume the performance of its duties on the next regularly scheduled PCWC Board of Directors meeting. A Board of Director's term of office shall extend for two years. There are no term limits. One of the representatives from each of the stakeholder categories shall be elected on an even numbered year, and the other on an odd numbered year. Representatives of the Neighborhood Associations shall be seated annually, based upon selection by their respective Neighborhood Associations. Vacancies between Annual Meetings may be filled by a majority vote of the remaining Board of Directors. If the number of Directors is increased, the additional Directors may be elected at the meeting at which the increase is voted, or an any subsequent General Membership meeting. All elections of additional Directors shall be by a majority vote of all Regular Members present at the election meeting.

SECTION 4. RESIGNATION OR REMOVAL OF DIRECTORS.

a. resignation of a member of the Board of Directors shall be submitted in writing to the Executive Committee;

b. a member of the Board of Directors may be removed for any conduct which is detrimental to the best interests of the PCWC, for failure to actively support PCWC purposes, or for failure to actively participate in PCWC activities;

c. removal shall require two-thirds vote of the current Board of Directors at any duly constituted meeting.

SECTION 5. VACANCIES. If a vacancy occurs on the Board of Directors, it may be filled by a majority vote of the remaining Board of Directors at any regular Board of Directors meeting or at any Special Board of Directors meeting called for that purpose.

SECTION 6. BOARD OF DIRECTORS MEETINGS, NOTICE AND QUORUM. Regular meetings of the Board of Directors shall be held monthly at a date, time and site determined by the Executive Committee.

The President may, whenever deemed advisable, or at the written request of one-third (1/3) of the sitting Board of Directors, issue a call for a Special Board of Directors meeting. Such notice shall include the agenda of the meeting and no matters not so stated may be acted upon at the special meeting.
Notice of each Board of Directors meeting shall be given by the Secretary personally, electronically, or by mail to each member of the Board of Directors at least three (3) days before the time appointed for the meeting. Notice will be sent to the last recorded address of each of the members.
A majority (50 per cent plus one) of the sitting Board of Directors shall constitute a quorum for the transaction of business at a Board of Directors meeting.
Any action required or permitted by these bylaws to be taken at a meeting of the Board of Directors may be taken in a meeting by telecommunication as long as the meeting by telecommunication is approved ahead of time by a majority of the sitting Board.
All meetings will be conducted consistent with State of Oregon Open Meeting laws, and a portion of the meeting will be set aside for public comment.

SECTION 7. DUTIES AND POWERS. The Board of Directors shall supervise the affairs of the PCWC, including the following:

a. establish and maintain PCWC procedures and serve as PCWC's primary policy-making body;

b. adopt and amend the bylaws;

c. elect officers into positions of President, Vice-President, Secretary and Treasurer which shall serve as the Executive Committee;

designate PCWC representatives on committees;
appoint an Audit committee at the first Board of Directors' meeting after the Annual Meeting to audit the books and records for the previous year; and set a date certain by which the Audit committee must report its findings to the Board of Directors;
review and adopt the annual budget;
form standing, operating and ad-hoc advisory committees. At least one board member will be a member of any committee;
consider, and, as appropriate, adopt policies and procedures recommended by committees;
at its discretion, refer requests to the general membership for advisory opinions or binding decisions on amendment or repeal of bylaws or any other aspect of PCWC business;
adopt and carry into effect such measures as are deemed proper and expedient to promote the objectives of the PCWC;
support the formation of adjacent watershed councils;
seek advice from, coordinate with or, at their request, speak on behalf of groups representing sub-watersheds within the adjacent watersheds which are not represented by their own watershed council;
assume responsibility for all Council funds and ensure proper expenditure within the limits established by the adopted Council budget;
delegate to officers and members the power to incur obligations, withdraw funds, and make payments on behalf of the PCWC;
designate a bank in which PCWC funds will be deposited; and to apply for, receive, and expend funds from any source;
assume final authority for hiring, establishing salaries and benefits for, or terminating staff; and
act as custodian of PCWC property and provide for its proper use, maintenance and conservation.

SECTION 8. RULES OF ORDER. Robert's Rules of Order shall govern the proceedings of all Board of Director meetings, except where such conflicts with these bylaws.

ARTICLE VI: EXECUTIVE COMMITTEE

SECTION 1. AUTHORITY. The Executive Committee shall advise and assist the Board of Directors in all matters concerning interests in and the management of its affairs, and shall have such power as may be delegated to it by the Board of Directors, but in no event shall the Executive Committee have authority over the Board of Directors.

SECTION 2. COMPOSITION AND ELECTION. The Executive Committee shall be comprised of a President, Vice-President, Secretary and Treasurer. The positions of President, Vice-President, Secretary and Treasurer shall be elected from the members of the Board of Directors by the Board of Directors at any duly constituted meeting.

SECTION 3. VACANCIES. If a vacancy occurs on the Executive Committee, it may be filled by majority vote of the remaining Board of Directors at any regular Board of Directors meeting or at any Special Board of Directors meeting called for that purpose.

SECTION 4. QUORUM. At any meeting of the Executive Committee, a majority of the total number of members then in office shall constitute a quorum for the transaction of business.

SECTION 5. DUTIES AND POWERS. The Executive Committee may appoint such other officers or agents as it may deem necessary or desirable, and may prescribe the powers and duties of each. Appointed officers or agents shall have no vote on actions taken by the Executive Committee unless they have been elected to the Executive Committee by the Board of Directors.

SECTION 6. RULES OF ORDER. Robert's Rules of Order shall govern the proceedings of all Executive Committee meetings, except where such conflicts with these bylaws.

ARTICLE VII: OFFICERS

SECTION 1. AUTHORITY. The Officers of the PCWC shall include President, Vice-President, Secretary and Treasurer and these positions constitute the Executive Committee of the PCWC.

SECTION 2. PRESIDENT. The President shall:

conduct the affairs of the PCWC and execute the policies established by the Board of Directors;
set dates, agendas, and times for all meetings;
preside over the general and executive meetings of the membership;
present a report on the “State of the Council” at the Annual Meeting;
communicate to the Board of Directors such matters as appropriate and make such suggestions as appropriate to promote the welfare of the PCWC;
direct preparation of PCWC's annual budget;
designate officers, in writing and if necessary, who have power to make and execute for and in the name of the PCWC such contracts and leases they may receive and which have prior approval of the Board of Directors;
approve payment of bills;
investigate, or cause to be investigated, complaints, irregularities and conditions detrimental to the PCWC and report thereon to the Executive Committee or Board of Directors, as circumstances warrant;
act as liaison to other watershed councils and agencies;
act as spokesperson and media representative for the PCWC; and
Delegate duties and responsibilities not already assigned.
SECTION 3. VICE PRESIDENT. The Vice-President shall:

a. perform the duties of President, when authorized by the President or Board of Directors,

in the absence or disability of the President. When so acting, the Vice-President shall

have all the powers of that office;

b. ensure that the conduct of the PCWC is in strict conformity to the principles, bylaws and policies of the PCWC;

c. oversee Board-established committees, other than the Executive Committee, to assure they

are functioning actively and meeting their intended purpose;

sort and route organization mail;
act as archivist for all information related to the PCWC that is necessary to keep but which is not needed for current operations and projects;
schedule the site for the monthly meeting unless otherwise rescheduled by the Board of

Directors;

g. lead the yearly review of potential Bylaw(s) revisions; and

h. perform such other duties properly required by or incident to this office or as may be

assigned by the Board of Directors.

SECTION 4. SECRETARY. The Secretary shall:

a. keep the minutes of the meetings of the Members, the Board of Directors, and the Executive Committee, keep and maintain appropriate files, mailing lists and necessary records for current operations and programs;

b. maintain a list of all regular Members, Members of the Board of Directors, the Executive

Committee and other committee members, and give notice of all meetings of the PCWC;

c. assure all Neighborhood Associations within the watershed receive regular mailings and

notification of all General Membership and Board of Directors meetings;

conduct all correspondence not otherwise specifically delegated;
notify Members, the Board of Directors, the Executive Committee and other committee

members of their election or appointment; and

f. perform such other duties properly required by or incident to this office or as may be

assigned by the Board of Directors.

SECTION 5. TREASURER. The Treasurer shall:
receive all moneys and securities, and deposit same in a depository approved by the Board of Directors;
keep records for the receipt and disbursement of all moneys and securities of the PCWC, approve all payments from allotted funds and draw checks therefore in agreement with policies established in advance of such actions by the Board of Directors. All disbursements by check must have dual signatures;
prepare an annual budget, under the direction of the President, for submission to the Board of Directors at their first meeting after the Annual Meeting;
apply for Line of Credit, if deemed necessary;
pay bills as appropriate, with approval by the President;
present to the Board of Directors at each meeting a schedule of deposits made and checks written since the previous Board of Directors meeting;
prepare, or cause to be prepared, the necessary tax forms and reports for the organization;
perform such other duties properly required by or incident to this office or as may be assigned by the Board of Directors.

ARTICLE VIII: OTHER COMMITTEES

SECTION 1. AUTHORITY. The Board of Directors may create any number of other Board Committees, each consisting of at least one director, to serve at the pleasure of the Board. The Board of Directors may adopt rules for the governance of any Board Committee not inconsistent with the provisions of these Bylaws.

SECTION 2. POWERS. Board Committees may be given all the authority of the Board, except for the powers to:

a. set the number of Directors within a range specified in these Bylaws;

elect, appoint or remove Directors or fill vacancies on the Board or on any of its Committees;
fix compensation of Directors for serving on the Board or any Board Committee;
adopt, amend or repeal these Bylaws or adopt new Bylaws;
authorize distributions;
approve the dissolution, merger or the sale, pledge or transfer of all or substantially all of the corporation's assets.

ARTICLE IX: ACTION BY WRITTEN CONSENT

Any action required or permitted by these bylaws to be taken at a meeting of the Board of Directors of the Executive Committee may be taken without a physical meeting if (a) it is conveyed either electronically or in writing to all current members of the appropriate body setting forth the action so taken, and (b) is presented for ratification at the next regular meeting.

ARTICLE X: FINANCE AND ACCOUNTING

SECTION 1. AUTHORITY. The Board of Directors shall decide all matters pertaining to finance and

accounting of the PCWC, and it shall place all income into a common treasury.

SECTION 2. FISCAL YEAR. The fiscal year shall be July 1 to June 30.

SECTION 3. COMPENSATION. No Officer, Director or Member of the PCWC shall receive directly or indirectly, any salary, compensation or emolument from the PCWC for services rendered as Officer, Director or Member.

SECTION 4. MISUSE OF FUNDS PROHIBITED. No moneys, securities or properties under the control of the PCWC shall be loaned or otherwise disbursed to any Officer, Member of the Board of Directors, or other Member; except that the PCWC shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments or distributions in furtherance of the purposes of the PCWC.

SECTION 5. BOOKS AND RECORDS.

The PCWC shall keep current and complete books and records of account, and shall keep minutes of the proceedings of its Members, Board of Directors Members, Officers and committees having any of the authority of the Board of Directors.
The PCWC shall keep a register of the names and addresses of its Members.
All books and records of the PCWC may be inspected by any Member or their agent or attorney for any proper purpose at any reasonable time.

SECTION 6. PROCUREMENT POLICIES. The procurement of goods, services, equipment and materials shall be conducted according to written policies and procedures established by the Board of Directors.

ARTICLE XI: INDEMNIFICATION

Each Member of the Board of Directors and each Executive Committee Member now or hereafter serving on the PCWC, and each person who, at the request of or on behalf of the PCWC, is now or hereafter serving as a Member of the Board of Directors or an Executive Committee Member and their respective heirs, executors, and personal representatives shall be indemnified by the PCWC against expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding by reason of their being a Director, Officer, employee or agent of the PCWC.

ARTICLE XII: DISCRIMINATION

There will be no discrimination in any aspect of the PCWC with respect to gender, race, color, religious preference, age, sexual orientation, disability, creed or national origin.

ARTICLE XIII: APPEALS

Any Member of the PCWC may appeal any action or decision by the Board of Directors, any Officer, or committee. A Member may present an appeal to the Board of Directors in person or in writing. The Board of Directors will consider the matter and provide a written response after the next scheduled meeting.

ARTICLE XIV: GIFTS

SECTION 1. DESIGNATED GIFTS. The Board of Directors has the authority to determine if a gift of

money, securities or property given for a specific purpose will be accepted. Money, securities or property accepted for specific purposes shall not be used for any other purpose with the following exception. If a gift can no longer be used for its original purpose, the Board of Directors shall:

a. attempt to contact the donor or donor family and seek advice for a new designated use of the gift; or

b. designate the gift for some similar purpose by a two-thirds majority vote of the sitting Board of Directors.

SECTION 2. UNDESIGNATED GIFTS. All undesignated gifts of money or property given to the PCWC shall become the property of the PCWC and shall be used at the direction of the sitting Board of Directors.

SECTION 3. MANAGEMENT OF GIFTS. The Board of Directors shall receive and manage financial gifts, property and other donations.

ARTICLE XV: DISSOLUTION

In the event of dissolution of The Pringle Creek Watershed Council, after payment of liabilities and obligations, all assets remaining shall be transferred to such other exempt organization(s) described in Section 501 © (3) of the Internal Revenue Code as the Board of Directors shall determine.

ARTICLE XVI: AMENDMENTS

These Bylaws may be amended, repealed, or altered in whole or in part by a majority vote at any duly organized meeting of the Members provided notice of the proposed change is included in the notice of such meeting.

These bylaws were approved by the Pringle Creek Watershed Council Membership on

June 13, 2000

Date

Wendy Kroger _________________________ _______________

PCWC Representative Representative's Signature Date

Pringle Creek Watershed Council
c/o Marion Soil and Water Conservation District
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