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Article
I — Name
The
name of the organization shall be Hay Creek Watershed
Association.
Article
II — Mission
The
mission of the Hay Creek Watershed Association is to
protect, preserve, and restore Hay Creek and its watershed.
Article
III —
Purpose
The
purpose of the Hay Creek Watershed Association shall be:
A.
Promote the environmental integrity of Hay Creek, its
tributaries and its watershed.
B.
To advocate for the protection and preservation of the
natural areas in the watershed, including, but not limited to,
environmentally sensitive areas such as tributaries, riparian
buffer zones, floodplains, wetlands, and habitats of rare,
threatened, or endangered species.
C.
To educate the general public in regard to the
interrelationship of our waters, ground water, soils, plants,
animals and people who share the ecosystem, and the effects of
human actions on that relationship and their quality of life.
D.
To promote the spirit of cooperation among all parties who
have an interest in resolving the water quality problems of point
and non-point source pollution, siltation and sewerage throughout
the watershed.
E.
To encourage partnerships among the various governmental
agencies (Federal, State, County and Local), local industries,
conservation, and sportsmen associations.
F.
To encourage, promote and provide leadership to serve as a
focal point for issues pertaining to the watershed.
G.
To seek and acquire available sources of government,
private, or public funding for projects to improve and maintain
the natural resources and quality of life found in the watershed.
H.
To develop and implement a monitoring program for Hay Creek
and its watershed.
I.
To identify and prioritize outstanding aquatic resources
and threats to those resources.
Article
IV —
Membership
A.
Membership in the Association shall be open to anyone interested
in the purposes of the Association and membership shall be
effective upon receipt of membership application and dues.
Application for membership must be made in writing, on a form
approved by the Board of Directors.
B.
Dues shall be established and adjusted by the Board of Directors
and shall be payable annually. All memberships will run on a
calendar year basis (January — December). Dues are
non-refundable.
C.
The Board of Directors at its discretion may from time to
time establish membership classifications.
D.
Members whose actions and/or statements demonstrate
positions contrary to the goals and purpose of the Association may
be removed from the membership rolls by majority vote of the Board
of Directors.
E.
The limitation of memberships shall be as determined by the
Board of Directors from time to time.
F.
Memberships are non-transferable.
Article
V — Meetings
A.
Regular
meetings shall be held on the third Wednesday of each month at the
Geigertown Fire Hall, unless otherwise changed by the Board of
Directors.
B.
Special meetings of the members
may be called from time to time, as the Board of Directors deems
necessary.
C.
The Board of Directors shall meet
at the call of the President.
D.
The President of the Association
shall chair all meetings.
E.
The majority of the members
present shall constitute a quorum for the transaction of any or
all business at meetings of the Association.
Article
VI — Directors
A.
The Board of Directors shall conduct the business of the
Association between meetings of the membership.
B.
The Board of Directors shall consist of nine members in
good standing and the Executive Officers of the Association, for a
total compliment of 13 members. The
number of Directors shall be determined by the Board of Directors,
and may be revised from time to time, as deemed necessary.
C.
Individuals shall serve on the Board of Directors for a
term of three years.
D.
Vacancies on the Board of Directors shall be filled by the
decision of a majority of the remaining Directors.
E.
A quorum at any meeting of the Board of Directors shall
consist of a minimum of 50% of the Directors, and a majority of
Directors present shall decide any question that may come before
the meeting.
Article
VII — Officers and Duties
A.
The Officers of the Association shall be President, Vice
President, Secretary, and Treasurer. They shall be active members
in good standing and serve as members of the Board of Directors.
B.
All Officers shall take office upon their election and
shall serve for the period of one year, or until their death,
disability, resignation, or removal by the Board of Directors.
C.
The
President shall be the chief executive officer of the Association
and shall preside over all meetings of the Association and the
Board of Directors.
D.
The
Vice President, in the absence or disability of the President,
shall preside at all meetings and act in the general
administration of the Association. The Vice President shall also
perform such other duties as may be assigned to them by the
President or Board of Directors.
E.
The Secretary shall have custody and keep and maintain
general records of the Association, including records of minutes
of all proceedings of the Association, Board of Directors and
Executive Committee meetings, meeting attendance, committee
appointments, elections, and members’ names and addresses.
F.
The Treasurer shall be responsible for receiving all funds
paid to the Association, deposit such funds in the Association’s
official depository, and shall disburse funds in payment of the
Association’s obligations as authorized by the Board of
Directors. The Treasurer shall countersign all checks, maintain
records of the Association receipts and disbursements, provide
monthly financial reports, and shall at all times have the
Association’s financial accounts and books open to the
President, Board of Directors, and any authorized auditors. The
Treasurer shall ensure that Association expenditures are in
accordance with the annual budget and shall report finances as
they relate to adherence to the budget. The Treasurer shall submit
such reports as required by the President.
G.
Except as otherwise provided in these Articles, an Officer
shall perform his or her duties as an Officer in good faith, in a
manner he or she reasonably believes to be in the best interests
of the Association and with such care, including reasonable
inquiry, skill and diligence, as a person of ordinary prudence
would use under similar circumstances.
H.
In the event any of the Officers resign or are removed by
death or otherwise, the Board of Directors shall fill such vacancy
for the non-expired term of such office, except that the Vice
President shall become President in the event of the President’s
resignation or removal by death or otherwise.
I.
Any elected Officer or Director may, after due and proper
hearing before the Board of Directors, be removed from office due
to inability to serve, malfeasance, unwillingness to serve, or
conduct unbecoming a member.
J.
The Officers and the members of the Board of Directors
shall perform their respective duties without compensation.
Article
VIII — Committees
Committees may be established by the
Board of Directors or by the membership, as necessary.
Article
IX — Dissolution
On
dissolution of the Association, the Board of Directors shall,
after paying or making provision for payment of all liabilities of
the Association, distribute all property of the Association, from
whatever sources arising, to such organization or organizations
organized and operated exclusively for charitable or educational
purposes as shall qualify as exempt organizations under Section
501(c)(3) of the Internal Revenue Code, or any comparable section
then in effect, as the Directors of the Association shall
determine.
Article
X — Personal Liability
The
members, Directors and Officers of the Association shall not be
personally liable for any debt, liability or obligation of the
Association by reason of having been an Officer of the
Association. The provisions of Act 186-145, effective as of
January 1, 1998, also known as the Director’s Liability Act,
Commonwealth of Pennsylvania, including those provisions which
eliminate the personal liability of directors for monetary damages
are adopted and made part of these bylaws. All persons,
corporations or other entities extending credit to, contracting
with, or making any claim against the Association may look only to
funds and property of the Association for the payment of such
contract or claim, or for the payment of any debt, damages,
judgment or decree, or of any money that may otherwise become due
or payable to them from the Association.
Article
XI — Parliamentary Authority
The
rules contained in the current edition of Robert’s Rules of
Order, as revised, shall govern the Association in all cases to
which they are applicable and in which they are not inconsistent
with the bylaws and any special rules of order the organization
may adopt.
Article
XII— Bylaw Amendments
The
Bylaws may be amended at any meeting by a majority of those
present, subject to the provisions of Article V.
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