RRWC, Michigan
River Raisin Watershed Council Bylaws
ARTICLE I
ORGANIZATION
SECTION 1 - NAME
The name of this organization shall be the RIVER RAISIN WATERSHED COUNCIL, hereinafter called the "Council."
SECTION 2 - GENERAL PURPOSE
The River Raisin Watershed Council is a statutory non-profit 501 (c) 3 public service organization sponsored by local governmental units, individuals, public interest groups and businesses, dedicated to the protection and improvement of the River Raisin Watershed through education, information, research, planning, and action.
SECTION 3 - GEOGRAPHICAL BOUNDARY
The River Raisin Watershed Council is composed of the entire natural, topographical River Raisin Basin in all or parts of Lenawee, Jackson, Hillsdale, Washtenaw, and Monroe counties in Michigan and Fulton County in Ohio.
SECTION 4 - ESTABLISHMENT
The Council was established under enabling legislation in accordance with Act 253 of the Public Acts of 1964, as incorporated into Public Act 451, Part 311 of 1994, of the State of Michigan, and shall have all the rights and powers of a watershed council created under said act. A petition for the formation of the River Raisin Watershed Council was filed with the Michigan Water Resources Commission. Said Commission issued an order establishing the River Raisin Watershed Council, September 13, 1974. The organizational meeting of the Council was held on December 4, 1974, in the Tecumseh City Hall, Tecumseh, Michigan.
SECTION 5 - MISSION
The River Raisin Watershed Council is dedicated to protecting and preserving the River Raisin Watershed Basin, its wetlands, lakes and tributaries, through education and advocacy to inspire behaviors that enhance and sustain the basin, improve water quality and encourage public participation. The River Raisin Watershed Council will accomplish its objectives through education and voluntary measures. All methods employed by the Council will exemplify the spirit of cooperation and community involvement upon which the Council is founded.
SECTION 6 - ADOPTION OF BY-LAWS
These by-laws were adopted at the October 28, 2003, meeting of the River Raisin Watershed Council.
These by-laws were revised at the September 9, 1985, meeting of the River Raisin Watershed Council.
These by-laws were revised at the June 24, 1987, meeting of the River Raisin Watershed Council.
These by-laws were revised at the April 25, 2001, meeting of the River Raisin Watershed Council.
These by-laws were revised at the, 2003, meeting of the River Raisin Watershed Council.
ARTICLE II
PURPOSES AND FUNCTIONS
Every five years (or more frequently) the Council shall develop a complete statement of its current goals, objectives, and functions, and a strategic plan for the achievement of these. The statement and plan shall be in full compliance with Public Act 451, Part 311 of 1994, of the State of Michigan. The draft statement and plan shall be distributed to all members for their input. Once approved, this document shall be distributed to all members.
ARTICLE III
MEMBERSHIP AND REPRESENTATION
SECTION 1 - DEFINITIONS
| A) | Council: the entire organization, including members, associate members, staff, and volunteers. |
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| B) | Member: a unit of government entitled to appoint a director(s) to vote on matters that come before the council. |
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| C) | Associate Member: an individual person, organization, or business that is not entitled to voting privileges but may serve on committees or in any volunteer capacity. |
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| D) | Board of Directors: the highest decision-making body of the organization, composed of voting representatives. |
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| E) | Director: an individual authorized to exercise a vote on the Board of Directors. |
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| F) | Executive Committee: The Executive Committee of the organization is composed of members elected from the Board of Directors and is responsible for the development of policies, procedures, guidance, leadership, fundraising and public relations support to the Council. |
SECTION 2 - ELIGIBILITY FOR MEMBERSHIP IN THE COUNCIL
Membership and associate membership in the organization shall be available to local government units, county government units, agencies, organizations, businesses and individuals within the River Raisin Watershed upon receipt of annual dues. (Article VIII, Section 2)
SECTION 3 - REPRESENTATION ON THE BOARD OF DIRECTORS
Local government units, county government units, and associate members as a group shall be entitled to representation on the Board of Directors.
| A. | Each county, township, city or village, wholly or partially, within the River Raisin Watershed may appoint one representative for each 20,000 population or fraction thereof. The governing body of each county, township, city or village shall determine the method by which its representative(s) shall be selected. |
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| B. | If the number of Associate Members exceeds twenty (20) there may be one representative and one alternate representative selected to represent the entire Associate Members as a group no matter how large the group may become (see definition in Article III, Section 1 B). Selection shall be by mail ballot to the Associate Members of record. |
SECTION 4 - RESOLUTION OF INTENT
Any eligible county, city, village or township, as defined under Section 2 above, may become a member of the Council. The government body of any such unit may make it a member of the Council by passage of a resolution of intent and by contributing the required financial support as defined in Article VIII.
SECTION 5 - DESIGNATION OF REPRESENTATIVE
Each member shall file with the Executive Director of the Council a written designation of its official representative(s) or representatives, and official alternate(s), on municipal letterhead, giving the address of each, which shall be used, in mailing all notices. Such designation shall remain in effect until other such designation is filed with the Executive Director by the same member. The Board of Directors shall be the sole judge of the credentials of official representatives and official alternates.
SECTION 6 - TENURE/REMOVAL/VACANCY
Official representatives and official alternates on the Board of Directors shall be appointed for two (2) years, but shall be subject to replacement at the pleasure of the governing body of the governmental unit they represent.
A vacancy due to death, resignation, removal, disqualification or otherwise may be filled by the Member with written designation on municipal letterhead to the Council.
SECTION 7 - ATTENDANCE
Official representatives to the Council shall be expected to attend the spring and fall meetings of the Council. If an official representative is not in attendance, the Member shall be notified of their absence in writing. It is up to the Member to choose to replace their official representative due to absence. All representatives will be encouraged to participate in other capacities with the Council.
SECTION 8 - ASSOCIATE MEMBERSHIP
Associate Membership shall be open to any individual, public interest groups, business and industry. Associate members shall not have representation on the Board of Directors, except as provided in Article III, Section 3B, nor shall they be entitled to an individual vote at council meetings and shall not serve as officers of the Council.
ARTICLE IV
VOTING
SECTION 1 - VOTES PER MEMBER
Each member shall have one (1) vote for each representative on the Board of Directors. Each representative may vote once on each matter coming before the Board of Directors. Votes shall be cast by official representatives if present, otherwise by official alternates. Matters of concern to the Council shall be decided by a majority vote of directors present, except as specified in Article VIII, Section 1, and Article XI, Section 2.
SECTION 2 - DUES
No representative or alternate shall be eligible to vote on the Council Board of Directors unless the local government he/she represents has met its financial obligation to the Council per Article VIII Sec. 2.
SECTION 3 - MAIL BALLOT
A mail ballot may be used in securing a vote of the membership of the Council Board of Directors when in the opinion of the Executive Committee this is necessary.
ARTICLE V
COMMITTEES
SECTION 1 - EXECUTIVE COMMITTEE
| A. | GOVERNANCE | ||
| 1.) | Composition Nine (9) members of the Board of Directors shall constitute an Executive Committee which shall have such powers as are prescribed in the by-laws, or may be, from time to time granted to it by resolution of the Board of Directors. The nine (9) Executive Committee members shall be elected at the spring meeting and shall serve a two year term. Officers of the Executive Committee will be elected by the Executive Committee by a majority vote at the next regular Executive Committee meeting. |
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| 2.) | Member Representation No two (2) members of the Executive Committee shall represent the same governmental member unit. |
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| 3.) | Vacancy In the event that an Executive Committee position becomes vacant between Annual Meetings, a quorum of the Executive Committee shall make an interim appointment to fill the unexpired term, or until the next spring meeting. |
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| 4.) | Terms Initially the Executive Committee Members shall serve on a tiered basis, to establish staggered terms to ensure continuity. Three members shall serve one year, three members shall serve two years and three shall serve three years. Executive Committee members may not serve more than four years without taking one year off from service on the committee. |
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| 5.) | Compensation There will be no compensation for serving on the Executive Committee. Any personal expenses incurred by members will be reimbursed with appropriate documentation. |
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| 6.) | Meetings and Notices The Executive Committee shall meet regularly (8 times per year) each month with the exception of April (spring meeting), October (fall meeting), November and December (holiday season). The Executive Committee shall meet at the call of the Chairperson, or at the request of any three (3) members of the Executive Committee. A quorum of the Executive Committee shall be five (5) members. If and when the members of the Executive Committee severally or collectively consent in writing to any action to be taken by the Executive Committee, such action shall be as valid as though it had been authorized at a meeting of the Executive Committee. Special meetings may be called by the Chairperson, or at the request of any three (3) members of the Executive Committee. Notice of special meetings must be given at least seven (7) days in advance. Notices for meeting may be mailed or e-mailed. |
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| 7.) | Conflicts of Interest Any conflicts of interest must be clearly stated by the Member prior to any discussion of the agenda item and the member will be required to abstain from voting on the issue. |
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| 8.) | Removal Any member of the Executive Committee may be removed by a majority vote of the Board of Directors. |
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| 9.) | Attendance Any member of the Executive Committee is automatically removed with three unexcused absences as determined by the Chairperson. |
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| B. | POWERS OF THE EXECUTIVE COMMITTEE | ||
| 1.) | The Executive Committee shall supervise and assist the Executive Director, in all the facets of the operation of the organization, and shall assess the performance of the Executive Director. | ||
| 2.) | The Executive Committee shall review and approve, for recommendation to the Board of Directors, the budget, policies, work plan, strategic plan and long range goals. | ||
| 3.) | The Executive Committee shall be responsible for the procurement of federal, state and private monies to fulfill responsibilities pursuant to the protection and restoration of the River Raisin Watershed. | ||
| 4.) | The Executive Committee shall review and consider all recommendations made by the membership. | ||
| 5.) | The Executive Committee shall perform any other functions designated by the Board of Directors. | ||
SECTION 2 - OTHER COMMITTEES
Other committees or subcommittees as are deemed helpful in the discharge of the Council's functions, may be established by action of the Executive Committee. The Chairperson shall appoint the members of such committees from the membership of the Council and such other persons as the Board of Directors may deem advisable.
ARTICLE VI
OFFICERS
SECTION 1 - DESIGNATION OF OFFICERS
The Executive Committee shall be elected at the spring meeting. Officers of the Executive Committee shall be elected by the Executive Committee at its next meeting following the Spring Meeting. Officers of the Executive Committee shall be a Chairperson, Vice-Chairperson, Secretary and Treasurer, who shall be official representatives on the Council.
SECTION 2 - TERMS OF OFFICE
Such officers shall serve a period of two (2) years but shall continue in office after that time, if necessary, until their successors are qualified and elected. In addition, officers are not allowed to run for more than two terms in the same office. An officer must step down for a period of one year before their candidacy will be reconsidered for election.
SECTION 2 - CHAIRPERSON
The Chairperson shall be the chief executive officer of the Council. He/she shall preside over all meetings of the Council, the Board of Directors, and of the Executive Committee. He/she shall see that all orders and resolutions of the Board of Directors and of the Executive Committee are carried out. The Chairperson shall be entitled to a vote on all matters coming before the Board of Directors.
SECTION 3 - VICE-CHAIRPERSON
The Vice-Chairperson shall perform the duties and exercise the powers of the Chairperson during disability or absence of the Chairperson. The Vice-Chairperson shall perform such duties as may be assigned to him/her by the Executive Committee or Chairperson.
SECTION 4 - SECRETARY
The Secretary shall supervise the keeping, editing, production and distribution of minutes. The Secretary may be assigned other duties as deemed appropriate by the Chairperson.
SECTION 5 - TREASURER
The Treasurer shall supervise the management and disbursement of funds by the staff of the Council and the preparation of financial reports. All monies of the Council shall be kept in a general fund, except as may be subscribed or contributed for some specific purpose, in which case such monies shall be placed or accounted in a separate fund for such purposes.
SECTION 6 - EX-OFFICIO MEMBERS
The immediate Past Chairperson and the Executive Director of the River Raisin Watershed Council shall be non-voting members of the Executive Committee. In the event an Executive Committee member is absent, the Past Chairperson may vote on matters before the Executive Committee in his/her stead.
SECTION 7 - NOMINATIONS TO THE EXECUTIVE COMMITTEE
At least two (2) months prior to the spring meeting, the Chairperson, with concurrence of the Executive Committee, shall appoint a Nominating Committee of three (3) persons. Additional nominations may be made from the floor by directors present at the meeting. Nominees must be qualified per Article III, Section 5, and Article IV, Section. 2.
ARTICLE VII
MEETINGS
SECTION 1 - BOARD OF DIRECTORS' MEETINGS
The Board of Directors of the Council shall meet in the spring and fall of each year. The date and time of each meeting shall be set by the Executive Committee and all members and associate members notified at least one (1) month in advance.
SECTION 2 - SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by the Chairperson or by a majority of the Executive Committee. Notice and purpose of any such special meeting, stating the time and place thereof, shall be mailed to each official representative and alternate at least seven (7) days before the time set for such meeting.
SECTION 3 - QUORUM
Fifty percent (50%) of the official representatives or alternates on the Board of Directors shall constitute a quorum for the transaction of business.
SECTION 4 - PARLIAMENTARY AUTHORITY
All meetings of the Council shall be conducted in accordance with Robert's Rules of Order, Newly Revised, except that in any situations where Robert's Rules of Order, Newly Revised, conflicts with these by-laws, these by-laws shall govern.
ARTICLE VIII
FUNDS AND FINANCES
SECTION 1 - ANNUAL BUDGET
The Board of Directors shall have the authority to determine for the Council's fiscal year, the amount of funds needed to carry out its program, to adopt annual operating budgets and to establish apportionment of costs. Approval of the budget and apportionment of costs shall be by affirmative vote of a majority of voting members present.
SECTION 2 - DUES ASSESSMENT
The dues assessment and apportionment for the Council's fiscal year shall be determined annually by the Board of Directors. Dues are payable by each member, to apply to the specified fiscal year, on a date established by the Council. Annual dues paid late may not be pro-rated or reduced.
| A. | Governmental Member dues are based on U.S. census data published every ten years, and on the percent of the government units land area within the River Raisin Watershed. |
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| B. | Associate Member dues may be based on in-kind or cash contributions, or on volunteer labor contributed. |
SECTION 3 - SPECIAL PROJECT FUNDS
The Executive Committee may establish special project funds as needed to finance special studies outside its annual budget capacity and for this purpose the Council may accept gifts and grants from private individuals, corporations, and local state or federal governments, an agencies thereof.
SECTION 4 - DISBURSEMENT OF FUNDS
The Executive Committee shall have the power to spend the funds of the Council for any purpose which it determines will advance the purposes and objectives of the Council as set forth in these by-laws, except that monies in any special fund or account shall be used only for the purpose for which that fund or account was created. Surpluses after completion of the special project may be transferred to the general fund (or general fund account) of the Council.
SECTION 5 - OUTSIDE FINANCIAL INSPECTION
The Executive Committee may determine that professional financial reviews or audits may be necessary in order to qualify for certain grants or funding programs.
SECTION 6 - FISCAL YEAR
The fiscal year for the River Raisin Watershed Council shall be the calendar year, January 1 to December 31.
SECTION 7 - STAFF
The Executive Committee is authorized to employ an Executive Director and such other professional, administrative or clerical staff, including consultants, as may be provided for in an approved budget or in special project funds.
ARTICLE IX
BONDS
Before entering upon the duties of office, if requested by the Executive Committee, officers shall procure a bond satisfactory to the Executive Committee conditioned on faithful performance of the duties of his/her office and on restoration to the Council upon the termination of his/her tenure, all books, papers, vouchers, money and property of whatever kind in his/her possession or under his/her control belonging to the Council. By action of the Board of Directors, employees may be required to furnish such bonds in such amounts and on such terms and conditions as the Board may require. Premiums for such bonds shall be paid by the Council.
ARTICLE X
REPORTS
ANNUAL REPORT
The Council shall make an annual report of its activities to the members and associate members. The annual report shall consist of a financial statement, audit (if done) and an update of Council activities for the year.
ARTICLE XI
AMENDMENTS TO BY-LAWS
SECTION 1- AMENDMENTS TO BY-LAWS
The River Raisin Watershed Council Board of Directors shall have the power to recommend alterations, amendments or repeal of by-laws with the substitution of new by-laws. Amendments to these by-laws shall be proposed by the Board and approved by a two-thirds (2/3) majority of the Directors present.
SECTION 2 - NOTICE OF PROPOSED AMENDMENTS
Proposed amendments to the by-laws shall be mailed to members in good standing at least thirty (30) days before the date of a meeting to consider same.
ARTICLE XII
DISSOLUTION
In the event of dissolution of the River Raisin Watershed Council, after all liabilities are met, any assets or monies thereof shall be distributed to a non-profit fund or foundation which is organized and operated exclusively for similar educational, scientific or conservation purposes and which has established tax exempt status under the 501 (c) 3 of the Internal Revenue Service. The organization(s) who are beneficiaries of this action will be determined by the Executive Committee at the time of dissolution.
Appendix A -NREPA
on Dec. 4, 2008 1:48 pm
