Adopted March 31, 2006
Article I: Name of Corporation
The name of the corporation shall be South Grand River Watershed Alliance.
Article II: A Not-For-Profit Corporation
The South Grand River Watershed Alliance shall be a not-for-profit corporation organized under existing not-for profit corporation laws of the State of Missouri as defined in Chapter 355 of the Revised Statutes of Missouri.
Article III: Location of the principal office
The South Grand River Watershed Alliance shall maintain its offices at the home of the South Grand River Watershed Alliance Treasurer. It may have such other offices as are authorized by the Board of Directors if the business of the corporation so requires.
Article IV: Seal
The corporation shall have no seal.
Article V: Purposes of the Corporation
The corporation shall be operated for educational purposes as defined in Section 501©(3) of the Internal Revenue Code. Specifically and limited by the foregoing general purposes, the corporation’s purpose shall be set forth below:
Section a. Mission Statement: To promote the conservation, protection, and restoration of the South Grand River Watershed through education, advocacy, and demonstration activities.
Section b. Vision: The vision of the SGRWA is to connect the community to the waters, plants, and wildlife of the South Grand River Watershed and inspire their commitment to protect, conserve, and restore these precious, irreplaceable, natural resources.
Article VI: Membership
Membership is open to individuals, families, Stream Teams, public agencies and other organizations who support the mission of South Grand River Watershed Alliance. Membership shall be approved by a simple majority of the Board of Directors.
Section a: Fees
Membership fees shall be set by the Board of Directors. Fees shall be payable on an annual basis.
Section b: Non-discrimination
No individual shall be denied membership on the basis of race, gender, nationality, religion, sexual preference, disability, or the inability to pay the membership fee.
Article VII: Structure
Section a: Board of Directors
The corporate Board of Directors shall be a minimum of three (3) in number with a maximum of nine (9). Each Board member shall serve continuously unless or until removed for good cause by a 2/3 majority vote of the Board of Directors, or because of resignation, or death. The initial incorporators of South Grand River Watershed Alliance will serve as the first Board of Directors. Additional Board members shall be appointed by the Board of Directors of the South Grand River Watershed Alliance by a 2/3 vote. Resignation shall be by written notice to the Board of Directors. A Board member may be removed for good cause by a 2/3 vote of the Board of Directors. Notice of removal shall be in writing with reasons given.
Section b: Officers
Officers shall be members of the Board of Directors. Officers shall be Chair, Vice Chair, Secretary/Historian, and Treasurer. Officers shall be elected by a 2/3 majority vote of Board members. Officers shall serve a two-year term. Resignation shall be by written notice to the Board of Directors. An officer may be removed by a 2/3 vote of the Board of Directors. Notice of removal shall be in writing.
Section c: Fiscal Year
The Corporation’s fiscal year shall be the calendar year.
Article VIII: Duties of Board Members and Officers
Section a: Board Members
Board Members shall define the objectives of South Grand River Watershed Alliance, establish and enforce operating policies for the organization, create ad hoc committees as necessary, and appoint members to standing and ad hoc committees. Only Board members shall have voting rights related to South Grand River Watershed Alliance.
Section b: Officers
Chair: Calls South Grand River Watershed Alliance meetings, presides at general meetings, presides at all Board of Director meetings, serves as the South Grand River Watershed Alliance spokesperson or appoints an acting spokesperson, and approves the payment of bills by the Treasurer.
Vice Chair: Fulfills all duties of the Chair if the Chair is absent.
Secretary/Historian: Takes and keeps all meeting minutes, provides notification of meetings and announcements, maintains and up-dates the membership list of South Grand River Watershed Alliance, serves as the custodian of all records, and keeps a written and pictorial record of the history of South Grand River Watershed Alliance.
Treasurer: Has responsibility for accounting of all South Grand River Watershed Alliance funds, collecting and depositing all organization monies, approving expenditures of $250 or less, obtaining approval from a minimum of 2/3 of Board of Director members for expenditures of more than $250, pays all bills, signing all checks, keeping a financial record of all income and expenses, submitting quarterly financial reports to the Board of Directors, filing all required federal and state reports as required, renewing sale tax exemption as needed, and submitting an annual financial report to the general membership during the annual meeting.
Website Administrator: Maintains the website.
Article IX: Compensation
Board members and officers shall receive no salary or other compensation for services rendered as Board members or officers. Board members and officers may receive reimbursement for approved expenses that are incurred in conducting South Grand River Watershed Alliance business.
Article X: Powers of the South Grand River Watershed
Alliance Board of Directors
For the purposes herein before stated, and operating without profit and in the manner herein stated, the Board of Directors of South Grand River Watershed Alliance shall have the following powers
Section a: Property, Management, and Policies
The property, management, and policies of South Grand River Watershed Alliance shall be controlled and managed by its Board of Directors.
Section b: Contracts
The Board of Directors may authorize any officer to enter into a contract to execute and deliver any instrument on behalf of South Grand River Watershed Alliance.
Section c: Donations and Grants
The Board of Directors may authorize the solicitation, receiving, and holding of donations or contributions and contracting with private or governmental agencies for receipts of funds and the performance of services that will advance the purposes of the South Grand River Watershed Alliance
Section d: Loans
No loans shall be contracted on behalf of South Grand River Watershed Alliance without approval by a five sevenths majority of the Board of Directors.
Article XI: Meetings
Section a: Membership Meetings
An annual membership meeting shall be held as determined by the Board of Directors. Other membership meetings may be held with the approval of a simple majority of the Board of Directors.
Section b: Board of Director Meetings
An annual Board of Directors meeting shall be held in January. Board of Director meetings shall be held once a month. Additional meetings shall be held as determined by a majority vote of the Board of Directors. Presence of a majority of the members of the Board of Directors shall constitute a quorum. Changes in the meeting schedule shall be approved by a majority of the Board of Directors.
Article XII: Restrictions and Exempt Activities
Section a: Prohibition Against Sharing in Corporation Earnings
No Board member, officer, committee member, employee, or other representative of the corporation, or any other private individual shall receive at any time any of the net earnings of the corporation, however, this shall not prevent the payment to any such person of reasonable compensation for services rendered to the corporation in effecting any of its purposes as shall be fixed by the Board of Directors, and no such person or persons shall be entitled to share in the distribution of any of the corporate assets by dissolution of the corporation. All members of the corporation shall be deemed to have expressly consented and agreed that, upon such dissolution of the affairs of the corporation, after all debts have been satisfied, all assets then remaining in the hands of the Board of Directors shall be paid in such amounts as the Board of Directors may determine exclusively for the purposes of the corporation in such manner or to such organization or organizations organized and operated exclusively for charitable, religious, scientific, literary, or educational purposes as shall at the time qualify as an exempt organization under the provisions of 501(c)(3) of the Internal Revenue Code including any substitute or successor section or the corresponding provision of any future United States Internal Revenue Law.
Article XIII: Directors Not Liable for Corporate Debts
Members of the Board of Directors of the Corporation shall not be individually or personally liable for the debts, liabilities, or obligations of the corporation.
Article XIV: Indemnification of Directors and Officers
Each Director or Officer of the corporation shall be indemnified by the corporation against any claim and liability to which he or she has or shall become subject by reason of serving or having served as a Director or Officer, or by reason of any action he or she shall be alleged to have taken, omitted, or neglected as a Director or Officer, and the corporation shall reimburse each Director for all legal expense reasonably incurred by him or her in connection with any such claim or liability, provided, however, no one shall be indemnified against, or be reimbursed for any expense incurred in connection with any claim or liability arising out of his or her own intentional wanton, or willful conduct, or gross negligence. The amount paid to any officer or Director by way of indemnification shall not exceed his or her actual, reasonable, and necessary expenses incurred in connection with the matter involved, as may be fixed by a committee of no less than three persons, not members of the Board of Directors, who are selected by members of the Board of Directors, not affected by the matter nor involved in the matter. The committee’s determination shall be binding on the indemnified officer or director. The right of indemnification that this Article provides shall be excusive of any other right to which any director or officer of the corporation may otherwise be entitled by law.
Article XV: Audits
All property and funds of the South Grand River Watershed Alliance shall be reviewed annually at the end of the fiscal year by a committee appointed by the Board of Directors.
Article XVI: Bylaw Changes
These bylaws can be amended at any time with a 2/3 vote by the Board of Directors provided that no less than a two-week notice of the proposed amendment(s) is given by mail or by email to all members of the Board of Directors.
Article XVII: Adoption
These bylaws go into effect immediately upon their adoption.