Bylaws

SOUTH FORK FLAMBEAU RIVER WATERSHED ASSOCIATION, INC.

Restated and Amended Bylaws August 24, 2008

ARTICLE 1

Nonprofit Purposes

1.1  IRC Section 501(c)(3)  Purposes

This Corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.

1.2  Specific Objectives and Purposes

The specific objectives and purposes of this Corporation shall be for the benefit of the general public as follows: To protect, enhance, and restore the South Fork Flambeau River Watershed for its ecological, recreational, aesthetic, and cultural values for future generations, and to increase community support for conservation through education.

ARTICLE 2

Membership and Dues

2.1  Determination and Rights of Members

The Corporation shall have only one class of members who are individuals. No member shall hold more than one membership in the Corporation. Except as expressly provided in or authorized by the Articles of Incorporation, the Bylaws of this Corporation or provisions of law, all members shall have the same rights, privileges, restrictions, and conditions.

2.2  Qualifications of Members

The qualifications for membership in this Corporation are as follows: support the Mission Statement as defined in Article 1.2.

2.3  Admission of Members

Applicants of any age shall be admitted to membership. Only members who are eighteen (18) years of age and older will be permitted to vote, hold office or directorship, or otherwise conduct business on behalf of the Corporation. Individuals who are seventeen (17) yars of age and younger are welcomed as honorary junior members due to their status as the future generation of the Corporation.

2.4  Fees and Dues

The annual dues payable to the Corporation by members shall be $20.00. Non-voting members 17  years and younger will be admitted free of charge.

2.5  Number of Members

There is no limit on the number of members the Corporation may admit.

2.6 Nonliability of Members

A member of this Corporation is not, as such, personally liable for the debts, liabilities or obligations of the Corporation.

2.7  Nontransferability of Memberships

No member may transfer a membership or any right arising therefrom, including voting privileges.  All rights of membership cease upon withdrawal of membership, lapse of membership, expulsion, or the member's death.

2.8  Term and Renewal of Memberships

The membership period shall run on a cycle of twelve (12) months, from August 1 to July 31 to coincide with the annual meeting. The dues of new members who join mid-term will be considered paid for the current period ending on July 31; and also for the next 12-month period from August 1 to July 31.

2.9  Termination of Membership

The membership of a member shall terminate upon a determination by the board of directors that the member has engaged in conduct materially and seriously prejudicial to the interests or purposes of the Corporation, such as actions and/or statements that demonstrate positions contrary to the mission and stated goals. The member shall be provided reasonable written notice and an opportunity to be heard, either orally or in writing, before the vote and decision to remove. Termination of the membership of a member shall be upon two-thirds (2/3) vote of those members present at a regular or special meeting.

All rights of a member in the Corporation shall cease on termination of membership as herein provided.

ARTICLE 3

Meetings of Members

3.1  Place of Member Meetings

Meetings of members shall be held at any place within Price County as may be designated by the board of directors.

3.2  Annual Meeting of Members

An annual meeting of members shall be held once per year, on the Saturday near the August full moon, at any location within Price County, for the purposes of electing directors and officers and transacting other business as may come before the meeting. The annual meeting of members for the purpose of electing directors shall be deemed a regular meeting.

3.3  Regular Meetings of Members

Regular meetings of the members shall be held on a quarterly basis at any location within Price County. The annual meeting shall be considered one of the four quarterly meetings.

3.4  Special Meetings of Members

Special meetings of the members shall be called by the board of directors, the President/Chairperson of the Corporation, or, if different, by the persons specifically authorized under the laws of this state to call special meetings of the members.

3.5  Notice of Member Meetings

Unless otherwise provided by the Articles of Incorporation, these Bylaws or provisions of law, notice stating the place, day and hour of the annual meeting and, in the case of a special member meeting, the purpose or purposes for which the meeting is called, shall:

• a. Be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, by mail, email, or facsimile machine, by or at the direction of the President, or Secretary, or the persons calling the meeting, to each member entitled to vote at such meeting;
• b. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the Corporation, with postage prepaid. Personal notification includes notification by email or by facsimile machine, provided however, that the member to be contacted shall acknowledge personal receipt of the email or facsimile notice by a return message or telephone call within twenty-four hours of the first email or facsimile transmission.
• c. The notice of any meeting of members at which directors or officers are to be elected shall also state the names of all those who are nominees or candidates for election to the board at the time the notice is given.
• d. Whenever any notice of a meeting is required to be given to any member of this Corporation under provisions of the Articles of Incorporation, these Bylaws or the laws of this state, a waiver of notice in writing signed by the member, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.

3.6  Quorum for Member Meetings

A quorum shall consist of those members present. Absentee ballots will be accepted only during the election of directors and officers.

Except as otherwise provided under the Articles of Incorporation, these Bylaws or provisions of law, no business shall be considered by the members at any meeting at which the required quorum is not present, and the only motion which the President/Chairperson shall entertain at such meeting is a motion to adjourn.

3.7  Majority Action as Membership Action

Every act or decision shall be made by a majority of voting members present at the meeting, unless a greater proportion is required by the Articles of Incorporation, these Bylaws or provisions of law.

3.8  Member Voting Rights

Each member who is eighteen (18) years of age and older, and whose dues are current, is entitled to one vote on each matter submitted to a vote by the members. Voting at duly held meetings shall be by voting card.  Election of directors and officers, however, shall be by written secret ballot and is the only time absentee ballots are allowed. Non-informed members of the Corporation may not vote on the business transacted at the annual meeting or during election of directors or officers. An informed member is deemed to be a member who was received into the general membership no later than the member meeting prior to the annual meeting.

3.9  Member Action by Written Ballot

Except as otherwise provided under the Articles of Incorporation, these Bylaws or provisions of law, any action which may be taken at any regular or special meeting of members may be taken without a meeting if the Corporation distributes a written ballot to each member entitled to vote on the matter. The ballot shall:

• a. Set forth the proposed action;
• b. Provide an opportunity to specify approval or disapproval of each proposal;
• c. Indicate the number of responses needed to meet the quorum requirement and, except for ballots soliciting votes for the election of directors, state the percentage of approvals necessary to pass the measure submitted;
• d. Shall specify the date by which the ballot must be received by the Corporation in order to be counted, and the date set shall afford members a reasonable time within which to return the ballots to the Corporation; and
• e. Ballots will remain sealed until designated vote takes place.

Ballots shall be mailed or delivered in the manner required for giving notice of membership meetings as specified in these Bylaws.

Approval of action by written ballot shall be valid only when the number of votes cast by ballot, within the time period specified, equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the action at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

Directors may be elected by written ballot. Such ballots for the election of directors shall list the persons nominated at the time the ballots are mailed or delivered.

 3.10 Conduct of Member Meetings

Meetings of members shall be presided over by the President/Chairperson of the board, or in his or her absence, by the Vice President of the Corporation or, in the absence of all of these persons, by a Chairperson chosen by a majority of the voting members present at the meeting. The Secretary of the Corporation shall act as Secretary of all meetings of members, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting. Roberts Rules of Order will be used to guide the proceedings of the Corporation.

ARTICLE 4

Board of Directors

4.1  Number of Directors

The Corporation shall have five (5) directors, including the officers. Collectively they shall be known as the board of directors.

4.2  Qualifications of Directors

Directors shall:

1. Be of the age of majority in this state and must be members of the Corporation.
2. Demonstrate commitment to the purpose of the organization as stated in the Articles of Incorporation, these Bylaws or provisions of law;
3. Possess the ability to make a positive and material contribution to the mission, stated goals, and operation of the organization; and,
4. Participate actively by attending regular and special meetings, serving on committees, promoting the goals of the organization and participating in the Corporation's activities.

4.3  Powers of Directors

Subject to the provisions of the laws of this state and any limitations in the Articles of Incorporation and these Bylaws relating to action required or permitted to be taken or approved by the members of this Corporation, the activities and affairs of this Corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the board of directors.

4.4  Duties of Directors

It shall be the duty of the Directors to:

a.   Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws;

b.   Prescribe the duties of all officers and agents of the Corporation;

c.   Oversee all officers and agents of the Corporation to assure that their duties are performed properly;

d.   Meet at such times and places as required by these Bylaws;

e.   Register their addresses with the Secretary of the Corporation, and notices of meetings mailed or emailed to them at such addresses shall be valid notices thereof; and

f.   Determine and monitor the organization's priorities, programs, and services.

4.5  Election of Directors   

Directors shall be elected by the general membership at the annual meeting. Each voting member shall cast one vote, with voting being by ballot, including absentee ballots received no later than the meeting date or a date specified by the board of directors. The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected.

Members who are received into the general membership for the first time on the day of the annual meeting may not vote on the business transacted at the annual meeting or during election of directors.

4.6  Term of Office of Directors

Directors shall be elected by the general membership. Each director shall hold office for a period of not to exceed two (2) years, and until his or her successor is elected and qualifies, or until the earlier death, resignation, removal, or disqualification of the director. 

Directors may be elected for successive terms. There are no term limits.

4.7  Compensation of Directors

Directors shall serve without compensation except, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties with prior approval of the elected officers.

4.8  Place of Director Meetings

Meetings shall be held at a place determined by the board of directors and are open to the general membership subject to operating rules of order.

4.9  Regular Meetings of Directors

Regular meetings of directors shall be held quarterly at a time and place to be determined by the board.

4.10  Special Meetings of Directors

Special meetings of the board of directors may be called by the President/Chairperson of the board, or the Vice President.  Such meetings shall be held at the place designed by the person or persons calling the special meeting.

4.11  Notice of Director Meetings

Unless otherwise provided by the Articles of Incorporation, these Bylaws or provisions of law, the following provisions shall govern the giving of notice for meetings of the board of directors:

a.   Regular Meetings of Directors. Notice will be given of any regular quarterly meeting of the board of directors, one of which is the annual meeting, through written notice and/or the SFFRWA website.

b.   Special Meetings of Directors. At least two days prior notice shall be given by the Secretary of the Corporation to each director of each special meeting of the board. Such notice must be written and be delivered by first class mail, by email or by facsimile machine, and shall state the place, date and time of the meeting and the matters proposed to be acted upon at the meeting. In the case of email or facsimile notification, the director to be contacted shall acknowledge personal receipt of the email or facsimile notice by a return message or telephone call within twenty-four (24) hours of the first email or facsimile transmission.

4.12  Quorum for Director Meetings

A quorum shall consist of three fifths (3/5) of the members of the board of directors.

Except as otherwise provided under the Articles of Incorporation, these Bylaws or provisions of law, no business shall be considered by the board at any meeting at which the required quorum is not present, and the only motion which the President/Chairperson shall entertain at such meeting is a motion to adjourn.

4.13  Majority Action as Board of Directors Action

Every act or decision shall be made by a majority of the directors, unless the Articles of Incorporation, these Bylaws or provisions of law require a greater percentage or different voting rules for approval of a matter by the board.

4.14  Conduct of Director Meetings

Meetings of the board of directors shall be presided over by the President who will act as Chairperson of the board, or in his or her absence, by the Vice President of the Corporation or, in the absence of each of these persons, by a chairperson chosen by a majority of the directors present at the meeting. The Secretary of the Corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.

Roberts Rules of Order will be used to guide the proceedings of the Corporation.

4.15 Resignation and Removal of Directors   

Any director may resign effective upon giving written notice to the President/Chairperson of the board, the Secretary, or the board of directors, unless the notice specifies a later time for the effectiveness of such resignation.

Directors may be removed from office, with cause, as permitted by and in accordance with the laws of this state.

4.16 Vacancies on Board of Directors

Vacancies on the board of directors shall exist: (1) upon the resignation, death, or removal of any director; and (2) whenever the number of authorized directors is increased.

Unless otherwise prohibited by the Articles of Incorporation, these Bylaws or provisions of law, vacancies on the board may be filled by approval of the board of directors. If the number of directors then in office is less than a quorum, a vacancy on the board may be filled by approval of a majority of the directors then in office or by a sole remaining director. A person elected to fill a vacancy on the board shall complete the elected term of the vacated position or until his or her resignation, death, or removal from office.

4.17  Nonliability of Directors

The directors shall not be personally liable for the debts, liabilities or other obligations of the Corporation.

4.18  Director Conflict of Interest

No contract or other transaction shall be entered into by the Corporation, or between the Corporation and one or more of its directors or officers, or with any other corporation, firm, association, or entity in which one or more of the directors or officers are directors or officers, or has a material financial interest, unless the fact of such relationship or interest is disclosed or known to the board and the board authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting votes or consents of such interested directors or officers.  Common or interested directors or officers may be counted in determining the presence of a quorum at a meeting of the board that authorizes, approves or ratifies such contract or transaction.

ARTICLE 5

Officers

5.1  Designation of Officers

The officers of the Corporation shall be a President/Chairperson, a Vice President, a Secretary and a Treasurer. The Corporation may also have other officers with such titles as may be determined from time to time by the general membership.

5.2  Qualifications of Officers

Any person with current paid membership may serve as officer of this Corporation.

5.3  Election and Term of Officers

Officers shall be elected by the general membership for a fixed term of office, which shall not exceed two (2) year terms, shall hold office until the officer's successor is elected and qualifies, or until the earlier resignation, death, removal, or disqualification of the officer. There are no term limits.

5.4  Removal and Resignation of Officers

Any officer may resign at any time by giving written notice to the board of directors or to the President or Secretary of the Corporation. Any such resignation shall take effect on the date of receipt of such notice or at any later date specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Any officer may be suspended or removed, with cause, by the board of directors, at any time.

Final determination of removal of an officer will be at an annual or regular meeting and voted on by the members.

5.5  Vacancies of Officers

Any vacancy caused by the death, resignation, removal, disqualification or otherwise, of any officer shall be filled by the board of directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled as the board shall determine.

5.6  Duties of President

The President shall be the chief executive officer of the Corporation and shall, subject to the control of the board of directors, oversee the affairs of the Corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation or by these Bylaws or which may be prescribed from time to time by the board of directors. The President, as Chairperson of the board of directors, shall preside at all meetings of the board of directors and at all meetings of the members. Except as otherwise expressly provided by law, by the Articles of Incorporation or by these Bylaws, he or she shall, in the name of the Corporation, execute such contracts, checks or other instruments which may from time to time be authorized by the board of directors.

5.7  Duties of Vice President

In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation or by these Bylaws or as may be prescribed by the board of directors.

 5.8  Duties of Secretary

The Secretary shall:

• a. Certify and keep at the place determined by the board the original, or a copy, of these Bylaws as amended or otherwise altered to date.
• b. Keep at such other place as the board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present at the meeting and the proceedings thereof.
• c. See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
• d. Be custodian of the records and of the seal of the Corporation and affix the seal, as authorized by law or the provisions of these Bylaws, to duly executed documents of the Corporation.
• e. Keep at the place determined by the board a membership book containing the name and address of each and any member, and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased.
• f. Exhibit at reasonable times to any director of the Corporation, on request thereof, the Bylaws and the minutes of the proceedings of the directors of the Corporation. The minutes of preceding meetings are to be available at each meeting.
• g. In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation or by these Bylaws or which may be assigned to him or her from time to time by the board of directors.

5.9  Duties of Treasurer

The Treasurer shall:

• a. Have charge and custody of, and be responsible for, all funds and securities of the Corporation, and deposit all such funds in the name of the Corporation in such banks, trust companies or other depositories as shall be selected by the board of directors.
• b. Receive, and give receipt for, monies due and payable to the Corporation from any source whatsoever.
• c. Make all payments by check following submission of a Payment Voucher (form to be approved by the Board) specifying what the payment is for and signed by another member of the board of directors. Should the bill be greater than $100, the Payment Voucher shall also be signed by the President or in his/her absence signed by the Vice President.
• d. Keep and maintain adequate and correct accounts of the Corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
• e. Exhibit at reasonable times the books of account and financial records to any director of the Corporation, on request thereof. The Treasurer's report will be presented to the general membership at the annual meeting and other meetings as specified in these Bylaws.
• f. Render to the President and directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the Corporation.
• g. Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
• h. In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the Corporation or by these Bylaws or which may be assigned to him or her from time to time by the board of directors.

5.10  Compensation of Officers

Officers shall serve without compensation except they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance if their duties upon prior approval.

5.11  Officer Conflict of Interest 

No contract or other transaction shall be entered into by the Corporation, or between the Corporation and one or more of its directors or officers, or with any other corporation, firm, association, or entity in which one or more of the directors or officers are directors or officers, or has a material financial interest, unless the fact of such relationship or interest is disclosed or known to the board and the board authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting votes or consents of such interested directors or officers.  Common or interested directors or officers may be counted in determining the presence of a quorum at a meeting of the board that authorizes, approves or ratifies such contract or transaction.

ARTICLE 6

Committees of the Board of Directors

6.1  Other Committees

The Corporation shall have such committees as may from time to time be designated by resolution of the officers and board of directors. These committees may consist of persons who are not also members of the board and shall act in accordance with board direction.

6.2  Meetings and Action of Committees

The board of directors may adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws. Meeting minutes are not required. Informal reports may be requested from committees by the board of directors.

ARTICLE 7

Instruments, Deposits and Funds

7.1  Execution of Instruments

The board of directors, except as otherwise provided in the Articles of Incorporation, these Bylaws or provisions of law, may by resolution authorize any officer or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

7.2  Checks and Notes

Except as stated in Article 5.9c, or as specifically determined by resolution of the board of directors, or as otherwise required by law, checks, drafts, orders for the payment of money and other evidence of indebtedness of the Corporation shall be signed by the Treasurer and countersigned by the President of the Corporation.

7.3  Deposits

All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the board of directors may select.

7.4  Gifts

The board of directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for the nonprofit purposes of this Corporation. These gifts shall be reported to the membership and become property of the organization.

ARTICLE 8

Dissolution Clause

8.1  Dissolution Clause

The board shall provide a dissolution plan to be approved by the membership present at the annual meeting.  Notice of possible dissolution shall be given in writing at least 10 days prior to the annual meeting.

Upon dissolution of this Corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this Corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose.  Such distribution shall be made in accordance with all applicable provisions of the laws of this state.

ARTICLE 9

Offices

9.1  Principal Office

The principal office of the Corporation is located in Price County, State of Wisconsin.

ARTICLE 10

Amendment of Bylaws

10.1  Amendment

Subject to the power of the members of this Corporation to adopt, amend or repeal the Bylaws of this Corporation and except as may otherwise be specified under provisions of law, these Bylaws, or any of them, may be altered, amended or repealed and new Bylaws adopted by approval of two-thirds (2/3) of the members present at the annual meeting. This will be done at the annual meeting and voted on by the membership present. Procedures to amend the Bylaws will be specified by the board in accordance with the laws of this state. Notice of the procedures will be provided to the members in accordance with these Bylaws.

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