[Type text]
BYLAWSOF THEGREATER GALLATIN WATERSHED COUNCIL, INC.
A non-profit corporation organized and existing underand by virtue of
the laws of the State of Montana
1.0Name and Location
1.1Name
The name of the organization shall be the “Greater Gallatin Watershed Council, Inc.”.
1.2Location
The principal office and mailing address for the organization shall be: P.O. Box 751, Bozeman, MT 59771-0751. Other offices for the transaction of business shall be located at such places as the Board of Directors may determine from time to time.
2.0Mission Statement
The mission of the Greater Gallatin Watershed Council is to promote conservation and enhancement of our water resources while supporting the traditions of community, agriculture, and recreation.
3.0Definitions
The following definitions are to be used throughout these bylaws unless otherwise defined by the particular articles.
3.1GGWC: The Greater Gallatin Watershed Council, Inc.
3.2Corporation: Refers to the Greater Gallatin Watershed Council, Inc.
3.3Member: Any individual, group or organization that supports the GGWC mission and the organization. All directors are considered members.
3.4Board: The board of directors of the corporation.
3.5Interim Board: The initial board of directors selected by participants and serving as described in the bylaws up to the first annual meeting.
3.6Director: A director of the board of the corporation.
3.7Quorum:A majority of the number of directors currently sitting on the board; a quorum must be present before any business can be transacted.
3.8Majority: A vote by more than one-half of the authorized voters.
3.9Super-Majority: A vote by two-thirds or more of the authorized voters.
4.0General Friends and Supporters of GGWC
4.1Participation in GGWC
GGWC will strive to include representation by diverse parties, community members, and organizationswith interests in GGWC’s mission and in water quality, quantity, and conservation within the watershed.
4.2Friends of GGWC
Friends of GGWC are members of the community (individuals, organizations, corporations) where support for GGWC is exhibited by financial support of the organization and/or participation in its programs and projects. Any individual, group or organization is welcome and encouraged to participate. Friends are those that demonstrate:
- A significant interest in the greater Gallatin watershed,
- Financial support or participation in the GGWC mission and/or projects, and
- A commitment to the issues and work of the GGWC as a whole.
5.0Board of Directors
5.1Authority
Except as limited by or otherwise provided in these bylaws, all the corporate powers of the GGWC shall be exercised by or under the authority of, and the affairs of the corporation shall be managed under the direction of, its board of directors.
The board of directors will be a working board and will develop policy to be implemented by the executive director, coordinator, or any other designee. A representative of the board or board members will sign any official GGWC correspondence or requests, review draft agendas, appoint subcommittees, review and approve annual budgets, provide direction for and assist the executive director, watershed coordinator, or other designee as needed.
All directors shall abide by GGWC bylaws and operating procedures for the term of the position.
5.2Number and Composition
The board of directors will include no less than nine and no more than 15 individuals. The board will include as diverse a representation of interested and related groups as possible.
5.3Selection of Directors
The board of directors may appoint a nomination committee, or may accept nominations for directors itself. The nomination committee will receive nominations from the membership and from interested and related parties and present a slate of director candidates to the board of directors for consideration at a regular meeting of the board. The director candidates must be voted in by a majority vote of the board of directors.
5.4Terms
Directors will serve three-year terms and may serve consecutive terms. Terms are to be staggered so that one-third of the directors’ terms (or as close to one-third as possible) expire each year.
5.5Resignation and Removal
Any director can resign at any time by giving dated written notice to the board. The resignation is effective upon receipt by the board. Any director can be removed from the board by the vote of a super-majority of the directors for any reason and without cause.
5.6Vacancies
Any vacancy on the board, including a vacancy created by an increase in the number of directors, may be filled by a majority vote of the board of directors.. The new director’s term is limited to the remainder of the vacated position, if the vacancy is caused by resignation or removal.
5.7Compensation
Directors shall not receive compensation for their services. However, directors may be reimbursed for board-approved expenses.
6.0Officers of the Board of Directors
6.1Officers
The officers of the corporation shall be elected from the current board of directors. The officers of the corporation shall be a chair, a vice-chair, and a secretary/treasurer. These officers constitute the executive committee.
6.2Election and Term of Office
The officers shall be elected at the next regularly scheduled board meeting after the annual meeting. Officers shall be elected by the directors from among the board of directors by a super-majority vote. Each officer shall be elected on an annual basis with no term limits or until the end of his or her term as a director, whichever comes first; or until his resignation, removal, or death.
6.3Resignation and Removal
Any officer may resign at any time by giving dated written notice to the board. The resignation is effective upon receipt by the board. Any officer may be removed from office by the vote of a super-majority of the directors for any reason and without cause.
6.4Vacancies
In the event any office becomes vacant by resignation, removal, death or any cause, the board via a super-majority shall elect an officer to fill the vacancy at the next regular meeting, and the officer, so elected, shall hold office until the next regular officer election.
6.5Chair
The chair shall be elected from the board of directors. The chair shall prepare the agenda and conduct all meetings, work with members and directors, work with the executive director, watershed coordinator, and other designees, and delegate such duties and responsibilities as may be necessary to conduct the normal business and activities of the corporation.
6.6Vice-Chair
The vice-chair shall be elected from the board of directors. The vice chair shall assist the chair and act on behalf of the chair upon his or her absence.
6.7Secretary/Treasurer
The secretary/treasurer shall be elected from the board of directors. The secretary/treasurer shall oversee all financial affairs, assist the executive director, watershed coordinator, directors, and members, work with the bookkeeper and/or accountant in the preparation of any financial documents, and have charge of such books, documents and papers as the board may determine.
6.8Executive Committee
Among the duties of the executive committee will be the direct oversight of the executive director, watershed coordinator, and other designees for management of the organization, performance appraisals, and day-to-day operations.
7.0Board Meetings
7.1Schedule and Notice
The board of directors will hold regular monthly meetings and additional meetings as needed.
7.2Agenda
The agenda will be developed by the chair and designees in cooperation with the board. Any GGWC member may request the addition of an agenda item, and the chair will decide upon adding agenda items. A tentative agenda will be made available within one week of the scheduled meeting date, and a final agenda will be available at the meeting.
7.3Quorum
A majority of the number of directors currently sitting on the board. A quorum is required for the transaction of business at any meeting of the board.
7.4Facilitation
All meetings will be facilitated by the chair of the board or a designee, as specified by the board.
7.5Meeting Procedure and Votes
7.5.1The board of directors will conduct meetings using Robert’s Rules of Order. Ample time shall be provided for members to participate in discussion. When the discussion has concluded, the chair will call for a vote and a decision will be made by a majority vote of those directors present at the meeting. Proxies shall not be permitted. Telephonic or electronic attendance of meetings is permitted.
7.5.2The vote of a majority of the directors present at a meeting at which a quorum is present will be the act of the board, unless the vote of a greater number is required by law or by these bylaws.
7.5.3Minority opinions will be reflected in the meeting record.
7.6Electronic or Alternative Transaction of Business
The board can transact business in any other manner permitted by the laws of the State of Montana, including telephonic or other electronic means.
7.7Informal Action by Directors
Any action required by law to be taken at a meeting of directors or any action which may be taken at a meeting of directors may be taken without a meeting if consent in writing, setting forth the action so taken, is signed (fax signatures or electronic signatures are acceptable, but originals must be submitted by the next meeting) by all the directors and is included in the minutes filed, with the corporate records reflecting the action taken. Any informal action carried out in the above manner (phone/email/fax) must be ratified by the board of directors at the next regular board meeting.
7.8Open Meetings
GGWC complies with Montana’s Open Meetings Law, and all meetings are public.
7.8.1Public comment will be accepted at each meeting.
7.8.2For issues of legal or proprietary sensitivity, the board may designate certain portions or all of a meeting closed to the public in accordance with applicable rules and regulations. Items closed to public participation will be designated on the agenda.
7.8.3GGWC may conduct public hearings as deemed appropriate by the board expressly to hear public comment on specific topics.
7.9Annual Meeting
GGWC shall hold an annual meeting in January of each year at a time and date to be determined by the board. A statement of the activities of the corporation relating to finances, collections, and operation of the corporation shall be made and an annual report given by the officers or a designee.
7.10Special Meetings/ Emergency Action
7.10.1The chair may call a special meeting for the purpose of conducting board business or for specific board goals, such as a board retreat for setting policy and long-term goals for the organization.
7.10.2In the event an immediate decision must be made regarding the corporation’s financial affairs or other business, the chair and designees may call a special meeting. If time does not allow for a special meeting of the board and a good faith effort has been made to call a special meeting, a director or directors may make decisions without a full quorum present to conduct business. However, the director or directors must document the situation in writing and attest that a good faith effort was made to call a special meeting. This documentation must be signed and dated by any director(s) who made the decision. The documentation must be submitted to the secretary to become a permanent part of the corporation’s records. The action must be ratified at the next regular meeting of the board of directors.
7.11Recording of Meetings
Minutes of board meetings will be kept describing discussion of agenda topics and any decisions made by the board. Minutes will be reviewed and approved at the next regular board meeting.
8.0Watershed Staff
8.1Employees and Contractors
8.2.1 Necessity
The directors may hire employees or contractors as the board deems appropriate. The decision to hire an employee or contractor and the general parameters of that position will be determined by super-majority vote.
8.2.2Selection
Applications for candidates for employment or contract work will be reviewed by a nominating committee and recommendations forwarded to the board of directors. A selection will be made by a super-majority vote of the board.
8.2.3Scope of Responsibilities and Duties
The scope of responsibilities and duties for any employee or contractor shall be clearly delineated. All employeesconducting business on behalf of GGWC, shall represent the organization in a professional manner consistent with the organization’s mission.
9.0Group Subcommittees
9.1Formation and Term
Subcommittees and technical advisory committees consisting of directors, GGWC participants, and/or members from the community at large may be formed by a majority vote of the board of directors to carry out specific action items as determined by the board. Subcommittees may be dissolved upon completion of the task for which the subcommittee was created, after a length of time as determined by the board, or at any time by a majority vote of the board.
9.2Authority
Subcommittees will provide recommendations to the board but will not have the authority to make decisions on behalf of the board. All decision-making authority rests with the board.
9.3Meetings
Any such subcommittees or teams will meet as needed to effectively carry out their objectives.
9.4Guidance
The board is responsible for providing overall guidance and support to subcommittees or teams, and the executive director, board chair, watershed coordinator, or designees will provide assistance as required.
10.0Promotion and Media Relations
10.1Contact Person
The executive director, board chair, watershed coordinator, or designee will be the primary media contact person. No one director has authority to speak on behalf of the board unless appointed by the board to make public statements on behalf of the GGWC.
10.2Topics
The executive director, board chair, watershed coordinator, or other designee will speak to general issues of interest or concern to GGWC activities, but will not attempt to represent any particular director's opinion or position on an issue. Specific questions regarding agencies, organizations, industry or other entities will be directed to the appropriate representative.
10.3Press Releases
As needed, the executive director, board chair, watershed coordinator, or other designee will issue press releases to media throughout the watershed to highlight the corporation’s activities. Press releases discussing sensitive issues must be reviewed by and approved by at least two directors. Other press releases shall be emailed to the board the day of release for informational purposes.
11.0Group Comment on Public Documents
11.1General Comments
GGWC comments will refer to general issues of interest or concern to the GGWC’s work, but will not attempt to represent any particular participant's opinion or position on an issue.
11.2Authorship
All comments will be submitted by the board of directors of the GGWC as a whole and not from individual members by name. Individuals that wish to comment on public documents as private citizens must clarify that they are commenting as a private citizen.
11.3Limited Comments
When preparing comments on public documents with potential impact to the watershed (such as environmental assessments, environmental impact statements, proposed state regulations, etc.) the GGWC will limit its comments to statements regarding implementation of action items relating to its mission and to the encouragement of public involvement.
12.0Contracts, Checks, Deposits and Funds
12.1Contracts
The board may authorize any officer or officers, agent or agents, or the executive director, board chair, watershed coordinator, or other designee 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.
12.2Checks, Drafts, etc.
All checks, drafts, or orders for payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the board. In the absence of such determination by the board, such instruments shall be jointly signed by the secretary/treasurer and countersigned by the chair or vice chair of the corporation.
12.3Deposits
All funds of the corporation shall be deposited to the credit of the corporation in such banks, trust companies or other depositaries as the board may select.
12.4Gifts
The board may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purpose or for any special purpose of the corporation, in compliance with local, state and federal regulations.
13.0Conflict of Interest
13.1A conflict of interest may exist when the interests or activities of any director, officer or staff member may be seen as competing with the interests or activities of the corporation, or such person or persons derive a financial or other material gain as a result of a direct or indirect relationship.
13.2Any possible conflict of interest shall be disclosed to the board of directors by the person concerned.
13.3When any conflict of interest relates to a matter requiring action by the board of directors, the interested party shall call it to the attention of the board of directors and such person shall recuse him or herself from the consideration and the vote on the matter; however, any director or officer disclosing such matter shall be counted in determining the presence of a quorum at a meeting of the board of directors thereon.
13.4Unless requested to remain present during the meeting regarding the conflict of interest, the person with the conflict of interest shall retire from the room in which the board of directors are meeting and shall not participate in the final consideration or deliberations regarding the matter.
13.5The minutes of board meetings related to conflicts of interest shall disclose the nature of the conflict, identifythe person(s) with the conflict, establish that the interested person was not present during final consideration of and deliberations regarding the matte,; and did not vote. When there is doubt as to whether a conflict exists, such doubt will be resolved by a vote of the board of directors.
13.6A copy of the conflict of interest provisions of these bylaws shall be furnished to each present and future officer, director and staff member of the corporation and its policies shall be reviewed from time to time for the information and guidance of the officers, directors and staff members of the corporation.
14.0Indemnification
14.1Except to the extent expressly prohibited by Montana State law, any director or officer, and their respective heirs, executors, personal representatives, administrators successors, who was or is serving in such capacity for the nonprofit corporation, shall be indemnified by the nonprofit corporation if made or threatened to be made a party or called as a witness or asked to provide information in connection with any pending or threatened legal action, proceeding, hearing or investigation, or any appeal thereon, (other than any of such brought by the nonprofit corporation against the officer or director by or in the right of the nonprofit corporation to procure a judgment in its favor), whether civil or criminal, regardless of how or by what or by whom, or on whose behalf, brought, against judgments, fines, amounts paid in settlement and reasonable attorney fees incurred as a result thereof, provided such officer or director acted in good faith, had no reason to believe his or act or omission was tortuous or unlawful and or opposed to the best interests of the nonprofit corporation. If an action is taken by or of right of the nonprofit corporation against an officer or director, then the nonprofit corporation shall indemnify such officer or director only to the extent that a court of competent jurisdiction, upon application, determines that, in view of all the facts and circumstances, the person is fairly entitled to indemnity to an extent the court deems proper. Although a judgment or settlement by any officer or director shall not in itself create the presumption that such officer or director did not act outside the scope those acts or omission for which indemnification is herein provided, no indemnification shall be made if a judgment, settlement or other final adjudication adverse to that person establishes that his or her acts or omissions were outside the scope of those for which indemnification is herein intended, as set forth above.