Article I - Introduction
These bylaws shall govern the internal policies and procedures of the Membership Association and the Board of Directors of the Tanana Valley Watershed Association (TVWA).
Article II - Purpose
The purpose for which this organization is organized is: To promote and improve the health of the Tanana Valley watershed through education, restoration, collaborative research, and diverse community involvement.
Article III - Membership Association
Section 1. Eligibility: Any voting-aged adult residing within the Tanana Valley watershed shall be eligible to join the Membership Association. The Board of Directors may provide non-voting memberships for organizations or individuals wishing to support the TVWA that do not meet the above criteria.
Section 2. Dues: Annual Membership Association dues for individuals shall be $10.00. Dues shall be paid upon application for Association Membership and, thereafter, annually by July 1. Annual dues shall be for the period July 1 through June 30 or any portion thereof.
Section 3. Voting: Any eligible person present at a Membership Association meeting who has paid the current dues at least ten days prior to meeting may vote on business before that meeting.
Article IV – Membership Association Meetings
Section 1. Monthly Meeting: The Membership Association shall meet at least once a year at a place and on a date determined by the Board of Directors. Notice of the annual meeting and a proposed agenda shall be emailed to all members at least two weeks prior to that meeting. Public notice of the meeting shall be published in a newspaper of general circulation within the Tanana Valley watershed.
Section 2. Special Meetings: In addition to the annual meeting, special meetings of the Membership Association may be called by the Board of Directors. Special meetings may also be called by petition of 10 persons within the Membership Association who are not members of the Board of Directors. Any such petition shall state the subject to be considered at the meeting, and only the subject shall be considered at the meeting. Any such petition shall be delivered to an officer of the Board, which shall call the meeting within 30 days of receipt of the petition, and shall deliver the requisite notice thereof to the membership.
Section 3. Quorum: The majority of the occupied seats of the Board plus any Association members present shall constitute a quorum for the conduct of business at annual and special meetings provided the total of those present, in person and by proxy, represents at least 1/10th of the total membership of the association.
Article V – The Board of Directors and Their Meetings
Section 1. Election: The Board of Directors shall consist of seven persons who are voting members of the Association, and whom four shall be elected by the Membership Association and three by the Board of Directors. The term of office shall be three years, with staggered terms so that a proportional number of seats become vacant each year. A board member may serve for unlimited terms.
Section 2. Officers: There shall be four officers for the Association: President, Vice President, Secretary, and Treasurer. The officers will hold a two year term and shall be elected when the seat is open. The duties of the officers are listed below.
a. President: The President of the Association will be the principal officer and Registered Agent for the corporation and will in general, supervise the business and affairs of the corporation, preside at all meetings of the Association, and shall sign contracts or other instruments that the Board of Directors has authorized to be executed.
b. Vice-President: The Vice-President will perform duties of the President in the absence of the President or in the event of the inability or refusal to act of the President, and when so acting, will have all the powers of and be subject to all restrictions upon the President.
c. Secretary: The Secretary shall be responsible for minutes of all meetings and all correspondence of the Board and shall keep a record giving names and addresses of the members entitled to vote. The Secretary shall be responsible for advising the President, in writing, when a Board seat becomes vacant in accordance with the requirements of Section 6, of this Article. The Secretary also, has signatory authorization for the Association.
d. Treasurer: The Treasurer shall be responsible for correct and complete books and records of accounts.
Section 3. Quorum: A majority of the occupied seats of the Board shall constitute a quorum for the conduct of business.
Section 4. Meetings: The Board shall meet monthly, or more frequently as the Board deems necessary. All meetings shall be open to public participation.
Section 5. Executive Sessions: For discussion of matters relating to personnel and possible litigation only, the chair shall upon request of any member of the Board declare an executive session.
Section 6. Attendance: When a member of the Board fails to attend three consecutive Board meetings, or five meetings in a 12-month period, that seat may become vacant if a majority of the Directors votes for removal of the absent Board Member. That seat would then become automatically vacant, and a replacement shall be chosen as provided in these bylaws.
Section 7. Vacancies: When a seat on the Board becomes vacant during a term, that seat shall be filled by a majority vote of the Directors. The appointed member shall serve out the unexpired portion of the term of that seat to which she/he is appointed.
Article VI – Parliamentary Rules
The most recent edition of Robert’s Rules of Order, Newly Revised, shall govern procedures not covered by these bylaws.
Article VII – Committees
The Board may appoint committees as necessary to conduct it’s business.
Article VIII – Reports
Annual Report: The Board of Directors shall submit an annual report on the financial condition and progress of the Tanana Valley Watershed Association to the Membership Association. The report shall be emailed (or mailed if email is not available) to every member and shall be made available to the public.
Article IX – Conflicts of Interest
When a member of the Board of Directors believes he or she may have a conflict of interest, financial or otherwise, on any matter before the Board, or when a member believes otherwise, that question shall be raised prior to any discussion of the matter, and the chair shall rule on the issue. The ruling of the chair may be sustained or overruled by the Board. If a conflict is found to exist, the member having the conflict shall refrain from discussion, and shall refrain from voting on the matter.
Article X – Amendments
Amendments to these bylaws may be initiated by either the Board of Directors or the Membership Association. Amendments must be approved by the Membership Association, by a simple majority when the amendment is also approved by the Board, or by a two-thirds majority when the amendment fails to gain Board approval.
Article XI – Effective Date
These bylaws shall be effective upon approval by the Board of Directors, and shall be submitted to the Membership Association at its first meeting thereafter for ratification.
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