Article I. Name
The name of the organization is the Flint River Conservation Association, Inc. (hereinafter referred to as the “Corporation”).
Article II. Purpose
The Flint River Conservation Association *(FRCA) works to build partnerships with business, agencies, organizations, and concerned citizens, to educate the general public regarding the identification and resolution of water quality issues within the Flint River Watershed, and for other agricultural, horticultural, forestry, and environmental purposes consistent with such purpose.
The FRCA will: 1) build, support, network, and unite grassroots river and watershed conservation efforts of concerned organizations; 2) raise awareness of the economic and social benefits of healthy aquatic ecosystems in the Flint River watershed; and 3) advocate policies to protect, maintain, and restore the Flint River and its related resources.
It is recognized by the Corporation that the quality of life for residents of Madison County is inextricably tied to and dependent upon the maintenance and restoration of healthy and diverse riverine and aquatic ecosystems. It is also recognized by the Corporation that the good stewardship of rivers will depend upon taking a watershed perspective, thus encouraging responsible land and water use practices. Therefore, the Corporation shall strive to maintain and restore the chemical, physical, and biological intertie of the Flint River ecosystem through promoting good watershed stewardship for the collective river education, grassroots organizing, conservation projects, and advocacy.
Article III. Office
The principle office of the corporation shall be located in Madison County, Alabama. The Corporation may have such other offices as the Board of Directors may determine or as the business of the Corporation may require.
The registered office of the Corporation, required by the Alabama Business Corporation Act to be maintained in the State of Alabama, may, but need not be, the same as its principle office in the State of Alabama. The registered office and the registered agent of the Corporation shall be as state in the Articles of Incorporation of this Corporation or as changed in accordance with law.
Article IV. Membership
Section 4.1 Individual Members
All residents or landowners, within the Flint River watershed, landowners contiguous thereto, or any other individuals or corporation interested in the conservation of the Flint River watershed, shall have the right to be voting members. Voting members shall have the right to vote on all matters presented to the Corporation including the election of officers and directors. The Board of Directors, with the approval of the voting membership, will determine the dues structure.
Section 4.2 Family Members
Immediate family members residing at the same household may become family members. Family members have the same voting rights as individual members described above.
Section 4.3 Student Members
Full-time high school or college students may become student members. Student members have the same voting rights as individual members described above.
Article V. Board of Directors
Section 5.1 Powers, Number, and Board Composition
The business, affairs, and property of the Corporation shall be managed by its Board of Directors. The Board of Directors shall consist of no less than ten (10) and no more than twenty (20) directors. The Board of Directors shall strive to maintain a Board that represents the diversity and reflects the demographics of the membership. The Board of Directors will be composed of the four officers as specified in Article VI, the immediate past President, and the elected Directors, all for the duration of their terms.
Section 5.2 Elected Directors
Subject to the provisions of Section 5.5 regarding the filling of vacancies on the Board of Directors, directors other than those initial directors named in the Articles of Incorporation of the Corporation shall be nominated by a committee to be established by the Board and approved by the membership. Directors shall hold office for three-year terms and until their successors are elected. The terms of office of the elected directors shall be staggered so that approximately one-third thereof shall be due to be elected each year. Election of directors will be at the October membership meeting of each year. A simple majority of members in good standing present at the meeting shall be sufficient to elect new directors and officers. New directors will assume their duties as of the first of January of each year.
Section 5.3 Ex-Officio Directors
The Board of Directors may appoint Ex-officio directors. Ex-officio directors shall have all the powers of a director except the right to vote. Ex-officio directors shall cease to be directors when they cease to occupy the official position that caused them to become Ex-officio directors of the Board.
Section 5.4 Executive Director
The Executive Director shall be an Ex-officio member of the Board with all powers of a director except the right to vote.
Section 5.5 Vacancies
A vacancy in any office of directorship may be filled by a vote of the members at any regular membership meeting.
Section 5.6 Removal
Any director may be removed by the Board of Directors whenever in their judgment the best interests of the Corporation will be served thereby. A minimum of one-third of the total Board may call for the removal of a sitting director. A director may be removed with or with cause. Removal of a director shall require a simple majority of the full board or a two-thirds majority of a quorum.
Section 5.7 Reimbursements
Board members shall not receive compensation for time rendered to the Corporation nor will they be eligible to receive funds resulting from Corporation sponsored projects. Board members may, however, be reimbursed for expenses incurred in the furthering the purposes of the Corporation.
Section 5.8 Regular Meetings & Notice of Meetings
Regular meetings of the Membership shall be held every other month for a total of 6 meetings per calendar year at a time and location as determined by the Board. Notice of all meetings will normally be given at the previous membership meeting and announced in the Corporation’s newsletter.
Regular meetings of the Board shall be held at least four times per year at a time and location as determined by the Board. Special meetings of the Board of Directors may be called by the President or any director. The Secretary shall give notice of such meetings to the directors at least seven days prior to the meeting date. Members of the board may participate in a meeting through use of a conference telephone or similar interactive communications equipment. All Board meetings are open to all members.
Section 5.9 Proxy
Voting by proxy is permitted by written notice to another director.
Section 5.10 Quorum
One-third or five, whichever is greater, of the directors fixed by these bylaws shall constitute a quorum for the transaction of business. In the absence of a quorum, the directors present, by majority vote and without notice other than by announcement at the meeting, may adjourn the meeting from time to time until a quorum shall attend. A simple majority of members in good standing present at a regular membership meeting shall constitute a quorum for the transaction of business.
Article VI. Officers
Section 6.1 Election of Officers
The officers of the Corporation shall be elected by the Membership and shall consist of a President, Vice President, Secretary, Treasurer, and any such other officers and assistant officers as may be deemed necessary by the Board of Directors. Election of officers will be at the October membership meeting of each year. A simple majority of members in good standing at the meeting shall be sufficient to elect new officers. New officers will assume their duties as of the first of January of each year.
Section 6.2 Duties of Officers
The officers of the Corporation when elected by the members, shall have the following duties:
The President shall, when present, preside at all meetings of the corporation, including the members and the Board of Directors. S/he may sign, with the secretary, all deeds, mortgages, bonds, contracts, or other instruments that the Board of Directors has authorized to be executed, except where required by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation. In general, s/he shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors.
(b) Vice President
The Vice President of the Corporation shall, subject to the authority and direction of the President, have general and active management of such operations, areas, or divisions of the affairs of the Corporation as may be designated by the Board of Directors or by the President. The regular powers and duties of the President may, upon delegation by the President, be exercised and performed by the Vice President. The Vice President shall, in the absence or during the inability to act of the President, perform the duties and exercise the functions of the President and when so acting shall have the powers of the president.
The Secretary shall keep the minutes of the proceedings of the Board of Directors and membership meetings in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; and in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him/her by the president or the Board of Directors.
The Treasurer shall have charge of and be responsible for all funds, securities, receipts, and disbursements of the Corporation, and shall deposit, or cause to be deposited, in the name of the Corporation, all monies of other valuable effects in such banks, trust companies, or other depositories as shall, from time to time, be selected by the Board of Director; shall render an account of the financial condition of the Corporation at a regular meeting of the Board of Directors and at such other times as may be requested by the President or the Board of Director; shall prepare documentation and other such material necessary for an annual review to be conducted by the Board’s direction and schedule; and, in general shall perform all the duties incident to the office of treasurer of a corporation and such other duties as may be assigned to him or her by the Board of Directors.
(e) Executive Director
The Board of Directors may, when a majority thereof deem necessary and advisable, employ an Executive Director under such terms and at such compensation as it may determine. The Executive Director may perform such official duties as maybe delegated with approval of the Board. The Executive Director shall be an Ex-Officio member of the Board and all Board committees. The Executive Director shall employ and supervise additional staff personnel.
Article VII. Committees
Section 7.1 Standing Committees
The Board of Directors may establish standing committees, each of which shall consist of three or more members.
Section 7.2 Powers of Committees
No committee may exercise the authority of the Board of Directors except by authority of a resolution adopted by a majority of a quorum of the directors then in office.
Article VIII. General
Section 8.1 Fiscal Year
The fiscal year of the Corporation shall commence on January 1 of each year and conclude on December 31 of that year.
Section 8.2 Books & Records
The Corporation shall keep correct and complete books and records of accounts and minutes of the proceedings of its Board of Directors and membership meetings.
Section 8.3 Indemnification of Board of Directors
Any person who is serving or who has served as a director, officer, or employee of the Corporation shall be indemnified by the Corporation against all expenses (including reasonable attorney fees) and, except in the case of an action, suit, or proceeding brought by or in the right of the corporation, against all judgments, damages, fines, and amounts paid in settlement by him/her or his/her behalf in connection with any claim, action, suit, or proceeding to which she/he was or is a party or is threatened to be made a party by reason of her/his being or having been a director or officer of the Corporation or of any other entity, whether or not caused or contributed to in whole or part by any intentional or negligent act or omission by him/her.
The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation.
Article XIV. Amendment of By-Laws
These by-laws may be altered, amended, or repealed and new by-laws may be adopted if presented and approved by a simple majority of the membership or a two-thirds majority of a quorum.