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BYLAWS

Morris Creek Watershed Association, Inc.

9-17-2001

Article I.  “Business”

A.  The principal place of business of the Morris Creek Watershed Association (MCWA) will be located at 706 3rd Avenue, Montgomery, WV, 25136, in Fayette County, West Virginia. The association’s mailing address is PO Box 927, Montgomery, WV 25136.

B.  Other offices may be located within the geographic area served by the corporation as its business and activities may require, and as the Board of Directors may designate.

C.  The boundaries of the MCWA are defined as being the land, tributaries, and area that drains into Morris Creek situate in Fayette and Kanawha Counties of WV.

Article II.  “Purpose”

A.  This corporation is organized exclusively for one or more of the purposes 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 501(c)(3) of the Internal Revenue Code.

B.  The specific objective and purposes of this organization shall be: “The MCWA is made up of citizens from the local area joining together in an effort to protect and improve the Morris Creek watershed for the benefit of all citizens. Our mission is to improve the safety of the Morris Creek watershed, restore it’s natural beauty, and provide recreational opportunities. Our goals are to return the Morris Creek watershed to a safe environment for all residents while restoring the water quality to a condition capable of supporting both aquatic life and local recreational activities.”

Article III.  “Membership”

  1. Any resident, stakeholder or property owner within the geographic area served by the corporation is entitled to membership in the corporation. Businesses located and operating within the watershed area are entitled to membership in the corporation.
  1. Members may also be appointed from local/state government, educational facilities, or business entities having a vested interest, upon satisfying a majority vote of the Board of Directors voting on nominees provided by the Leadership Committee.
  1. Voting rights for the general membership, are as follows:

1.  Each member 18 years of age, or older, shall have one vote.

2.  Each business located and operating within the watershed area shall be limited to one vote.

3.  Each appointed entity (noted above) shall have one vote.

  1. General membership meetings shall be held quarterly. The annual meeting of the corporation shall be held on the 3rd Monday in January. The election of the Board of Directors and Officers shall take place during the annual meeting of the corporation, in accordance with voting protocols developed by the Leadership Committee and subject to approval by the Board of Directors.

Article IV.  “Directors”

A.  The organization shall have twenty-two (22) Directors and collectively they shall be known as the “Board of Directors”. Twenty (20) of the Directors shall originate from the general membership with the other two (2) Directors being appointed, one each, from the following entities;

1.  West Virginia University Institute of Technology

2.  The City of Montgomery, WV

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B.  The qualifications of Board of Directors shall be:

1.  Eighteen (18) years of age or older.

2.  A member of the corporation.

C.  The powers of the Board of Directors are subject to the provisions of the laws of the State of West Virginia and any limitations set forth in the Articles of Incorporation. The Board of Directors shall conduct the activities and affairs of the corporation and all corporate powers shall be exercised by the Board of Directors or under the direction of the Board of Directors.

D.  Duties of the Board of Directors are:

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

2.  Appoint, remove, employ, supervise and discharge, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the corporation.

3.  Meet at such times and places as set forth by the Board of Directors.

4.  Responsible for being the governing body of the Morris Creek Watershed Association and shall have final decision-making power in regard to projects undertaken, endorsement of activities, and affiliation of new organizational members.

5.  Responsibility for approving all expenditures of MCWA funds.

6.  Attend committee and/or Board of Directors meetings and not miss more than three (3) consecutive committee and/or Board of Directors meetings.

E.  The term of office for the Directors shall expire at the annual meeting each year, at which Directors are elected. No limitations shall apply to the number of terms a Director may be elected. A Director elected to fill a vacancy on the Board shall serve the remainder of the term of the predecessor in office. In the event of a decrease in the number of Directors, as determined by the Board, no incumbent’s term of office shall be shortened by the action.

F.  Directors shall serve without compensation except that a reasonable fee may be paid to directors for services rendered, with the prior expressed approval of the Board.

G.  Regular Board of Directors meetings shall be held on the 3rd Monday of each month, unless otherwise scheduled. During the annual meeting of the corporation, Directors shall be elected by a majority vote of its members in accordance with voting protocols developed by the Leadership Committee. The candidates receiving the highest number of votes shall be elected to the Board of Directors. In the event of a tie in the general membership voting for an open position on the Board of Directors, the Board of Directors shall vote among them to break the tie.

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H.  One or more of the officers of the corporation, by any 4 Directors, or ten or more members may call special meetings of the Board of Directors. Special meetings shall require proper notification to each Director and a quorum must be present to take further action. Proper notification may include phone calls, electronic message conveyance, person-to-person contact or other means amenable to the Director.

I.  If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of Directors, the vacancy may be filled by a majority vote of the Board of Directors voting on nominees provided by the Leadership Committee. If the number of Directors in office constitutes fewer than a quorum of the Board of Directors, they may fill the vacancy by a majority vote of the remaining Directors. A vacancy that will occur at a later date by reason of a resignation may be filled before the vacancy occurs, but the new Director shall not take office until the vacancy occurs.

J.  A resignation of a Director may occur at any time by delivering written or verbal notice to the Board of Directors or any officer of the corporation. The resignation is effective immediately unless the notice provides a later effective date.

K.  A Director elected to the Board, or appointed to the Board, may be removed, with cause, by a 2/3-majority vote of the members of the Board. A Director will be removed for failing to fulfill the duties of a Board of Directors member as stated in Article IV Section C. A removal is effective immediately upon notice, unless the notice specifies a future date.

L.  A quorum of the Board of Directors consists of one half plus 1 (1/2 + 1) of current Board members prescribed by the Bylaws. If a quorum is present when a vote is taken, then a majority of the Directors present constitutes an act of the Board of Directors, unless the Articles of Incorporation, Bylaws or the Laws of the State of West Virginia otherwise require the vote of a greater number of Directors. If a quorum shall not be present at any meeting of the Board of Directors or committee meeting, the members present may adjourn the meeting without notice other than announcement at the meeting until a quorum shall be present.

M.  A Director who is present at a meeting of the Board of Directors or a Board approved committee meeting when corporate action is taken is deemed to have assented to the action unless:

1.  The Director objects at the beginning of the meeting (or promptly upon arrival) to holding it or transacting business at the meeting; or

2.  The Director’s dissent or abstention from the action taken is entered into the minutes of the meeting; or

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3.  The Director delivers written notice of the dissent or abstention to the presiding officer before adjournment of the meeting, or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a Director who votes in favor of the action taken.

N.  The corporation to the fullest extent permissible shall indemnify the Directors and Officers of the corporation under the Laws of the State of West Virginia.

O.  All property or funding obtained in the name of the corporation shall become the property of the corporation.

P.  No projects shall be undertaken without being voted upon, and approved by, a majority of the listed Directors and Officers in attendance.

Article V.  “Officers”

A.  Officers of the corporation shall consist of President, Vice-President, Secretary and Treasurer. The corporation may also include other offices as deemed appropriate by the Board of Directors.

B.  Officers shall have the authority to run the day-to-day administrative and managerial functions of the corporation for the Board of Directors.

  1. Officers shall be members of the Board of Directors with all rights and privileges appropriated to Directors.
  1. Officers shall be elected to the Board of Directors to serve a term of two (2) years, while in office. No limitations shall apply to the number of terms an Officer may be elected.

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  1. An Officer elected to the Board may be removed, with cause, by a 2/3-majority vote of the members of the Board. An Officer will be removed for failing to fulfill the duties of an Officer of the Board of Directors as stated in Article IV.
  1. A removal is effective immediately upon notice, unless the notice specifies a future date.
  1. A resignation of an Officer may occur at any time by delivering written or verbal notice to the Board of Directors or any officer of the corporation. The resignation is effective immediately unless the notice provides a later effective date.
  1. Officers shall be chosen from the members of the corporation.
  1. The duties of the Officers shall be:

1.  President: The President shall;

a)  Be the Chief Executive Officer of the Morris Creek Watershed Association, Inc. and;

b)  Serve as Chair of the Board of Directors and;

c)  Appoint special committees subject to the approval of the Board of Directors and;

d)  Be responsible for good public relations with the community.

2.  Vice-President: The Vice-President shall;

a)  Assume the duties of the President in the absence of the President and;

b)  Serve as assistant to the President in efforts for the good of the corporation and;

c)  Chair meetings of the Board of Directors in the absence of the President and;

d)  Assume the office of the President in the event of resignation, removal, disability or death of the President and;

e)  Perform other such duties as approved by the Board of Directors.

3.  Secretary: The Secretary shall;

a)  Be responsible for keeping accurate minutes of the corporation and;

b)  Have custody of the corporate seal, if one exists, and;

c)  Be responsible for sending notices of meetings, sending confirmation letters of appointments to committees and offices and;

d)  Maintain membership and committee lists and;

e)  Maintain incoming and outgoing correspondence records and;

f)  Have other duties as approved by the Board of Directors.

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4.  Treasurer: The Treasurer shall;

a)  Be responsible for the receipt and deposit of contributions and income into the accounts at such banks as the Board of Directors shall direct and;

b)  Keep accurate records of funds received and expended and;

c)  Provide written financial reports at each monthly Board meeting and;

d)  Secure the services of a certified public accountant for the purpose of performing an annual audit of the corporation’s financial records and;

e)  Submit a yearly budget for the approval of the Board of Directors and;

f)  Be chairman of the Finance/Grants committee and;

g)  Have other duties as approved by the Board of Directors.

5) Other Offices;

The Board of Directors may appoint officers to perform such duties, as the Board of Directors shall direct, in writing.

  1. The Board of Directors shall fix compensation, if any. Any salaries received shall be reasonable and given in return for services actually rendered to or for the corporation.

Article VI.  “Committees”

  1. The corporation shall have standing committees that shall be of permanent nature to facilitate the daily operations of the corporation. The corporation shall also have special committees to undertake special projects as may from time to time be designated by the Board of Directors.

B.  The Board of Directors shall appoint committee members. Except for the Finance/grants committee which will be chaired by the Treasurer, the committee members shall elect committee Chairs for a period of one year, whereupon elections shall be held for a subsequent chairperson. A committee Chair may be re-elected by committee members annually for multiple terms.

C.  Special committees may be dissolved by a two-thirds (2/3) majority of either:

1.  The Board of Directors or

2.  The designated members of the committee.

D.  Committees shall keep minutes of all meetings and all committee actions shall be written, forwarded to the Secretary of the corporation and a copy made a part of the corporate documents.

E.  Committees shall meet from time to time based on the needs of the committee and at the discretion of the committee. Committee meetings are to be generally open to the public; however, situations may arise whereby committees may invoke executive session.

F.  Committee structure, including sub-committee structure, may be developed within the committee or by action of the Board, at the Board’s discretion.