BYLAWS OF THE
SPRING CREEK REGION COOPERATIVE WEED MANAGEMENT AREA
ARTICLE I
NAME & LOCATION
Section 1.1: NAME. The name of the organization shall be the Spring Creek Region Cooperative Weed Management Area, heretofore referred to as the Spring Creek Region CWMA.
Section 1.2: PRINCIPAL OFFICE. The principal office of the Spring Creek Region CWMA for its transaction of business is presently located at P.O. Box 8021, Spring Creek, Nevada, 89815. At the pleasure of the Board of Directors, there may be other principal offices of the Spring Creek Region CWMA at more than one location.
Section 1.3: MEMBERSHIP LIST. A complete and accurate list of the names and addresses of the Board of Directors and members of the Spring Creek Region CWMA shall be maintained at the office of the President. It shall be subject to inspection by any Board of Director for any proper purpose at any reasonable time.
Section 1.4: CONSITITUTION. The Spring Creek Region CWMA shall keep at its principal executive office a copy of the Articles of Incorporation and Bylaws as amended to date.
ARTICLE II
PURPOSE
Section 2.1: PRIMARY CONCERN. This organization is an independent, non-profit, non-partisan, not-incorporated group having as its primary concern both the restoration and maintenance of ecosystem health as well as conservation activities in the location and vicinity of Spring Creek Nevada. These activities will include but not be limited to the application of weed control measures, restoring previous weed disturbed areas, and providing noxious weed education to private land owners in the Spring Creek Region.
Section 2.2: PURPOSES. The purposes for which the Spring Creek Region CWMA is formed are:
(a) Provide assistance and leadership to restore and maintain the biological and ecological health of the Spring Creek Region’s landscape through collaborative efforts with governmental agencies, other organizations and private land owners.
(b) To seek support (both financial and services) in furtherance of the other purposes listed in this article.
(c) To offer services to institutions and governmental agencies that share goals relating to conservation, restoration and maintenance of Spring Creek Region CWMA landscape.
(d) To assist members and governmental institutions to increase knowledge of professional skills in accepted practices, to disseminate technical and scholarly information, and to increase public participation for the purposes listed in this article.
(e) In furtherance of the purposes described herein, but not in limitation thereof, the Spring Creek Region CWMA shall have the power to accept grants, gifts, and donations, to collect and disseminate statistics and other information, to conduct research, to engage in various fund raising activities, to conduct promotional activities including advertising and publicity in or by any suitable manner or media, and to hold such property as is necessary to accomplish its purposes.
Section 2.3: ANNUAL PLAN. Develop, in consultation with the Board of Directors, an annual plan of work to cover the period of January 1 to December 31 each year and carry out this plan of work.
Section 2.4: ILLEGAL ACTIVITIES. Nothing herein shall authorize the Spring Creek Region CWMA, directly or indirectly, to engage in, or include among its purposes any activity, which is illegal under any jurisdiction.
Section 2.5: LOBBYING. No substantial part of the activities of this Spring Creek Region CWMA shall be for the purpose of carrying on propaganda, or otherwise attempting to influence legislation. None of the activities of this Spring Creek Region CWMA shall consist of participating in or intervening in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office.
Section 2.6: DURATION. The period during which this organization is to continue is perpetual.
ARTICLE III
MEMBERSHIP
Section 3.1: MEMBERSHIP. Any organization, agency, land owner, renter or individual within the boundaries of the Spring Creek Region CWMA may become a member of the Spring Creek Region CWMA upon written request to and acceptance by the Board of Directors of the Spring Creek Region CWMA. A member may resign at any time by written notice to the Board of Directors.
Section 3.2: ANNUAL GENERAL MEMBERSHIP MEETING. To be held during the first quarter of each year.
Section 3.3: MEETINGS. Special meetings of Members may be called by the Board of Directors through the President, or by any person designated by the Board of Directors, from time to time, and held at such location and time as determined and announced by the Board of Directors.
ARTICLE IV
BOARD OF DIRECTORS
Section 4.1: BOARD OF DIRECTORS. The direction of the Spring Creek Region CWMA shall be vested in a Board of Directors. Members of the Board will be volunteers and shall serve without compensation but may be reimbursed for actual expenses incurred in the performance of their duties.
Section 4.2: POWERS OF DIRECTORS. Subject to limitations of the other sections of these Bylaws and Nevada law, all corporate powers of the organization shall be exercised by or under the authority of, and the business and affairs of the Spring Creek Region CWMA shall be controlled by, the Board of Directors. Without limiting the general powers, the Board of Directors shall have the following powers:
(a) To oversee the affairs and business of the Spring Creek Region CWMA, and to make rules and regulations not inconsistent with the law, or the Bylaws.
(b) Formulate and approve policies and objectives.
(c) No less than 30 days before the annual meeting, the Board will request from the general membership nominations for new directors. Nominations from the floor will be accepted and shall be qualified by a letter from those nominees not present.
Section 4.3: NUMBER AND QUALIFICATIONS OF THE BOARD OF
DIRECTORS.
(a) Number of Board of Directors. The Board of Directors shall consist of not more than 7 and not less than 5 individuals, with the exact number fixed from time to time by the Board of Directors.
(b) Qualifications of Board of Directors. A Director shall be a member of the Spring Creek Region CWMA. Directors shall be of legal voting age, citizens of the United States and residents of the State of Nevada. Board of Directors shall be persons who have demonstrated:
2) Capability to assume the fiduciary responsibility and accountability.
Section 4.4: TERM OF OFFICE. Terms shall be two years in length, following the calendar year of January 1 through December 31.
Section 4.5: BOARD OF DIRECTORS TERMS. The Board of Directors shall be elected so that there are always two classes of approximately equal size, with the term of each class ending in consecutive years. To achieve the required consecutive year terms, the initial directors shall be divided into two term categories and elected by the Spring Creek Region CWMA Steering Committee at the time of formal organization for initial terms of one, two each of which shall be considered one term. The directors shall elect officers after the initial Directors’ election. All terms after the initial election shall be two-year terms.
Section 4.6: RESIGNATION OF DIRECTORS. Any Director may resign by giving written notice to the President, the Secretary, or the Board of Directors. The resignation will be effective immediately unless the notice specifies a later time for the effectiveness of the resignation. A successor may only take office when the resignation becomes effective. A Director may not resign if the Spring Creek Region CWMA would then be left without a duly elected Director in charge of affairs.
Section 4.7: REMOVAL. A Director may be removed from office, for cause, by the vote of a majority of the remaining Directors. Said removal may take place at any regular meeting of the Spring Creek Region CWMA or at any special meeting called for such purpose. A member of the Board of Directors missing four (4) consecutive meetings shall be automatically removed from the Board of Directors.
Section 4.8: VACANCIES IN THE BOARD. Vacancies on the Board of Directors shall occur upon the death, resignation, removal, or expiration of the term of any Director, whenever the number of Directors authorized is increased and on the failure of the Directors in any election to elect the requisite number of Directors. In the case of death, resignation or removal of any Director, the remaining Directors shall fill such a vacancy by a majority vote.
ARTICLE V
BOARD OF DIRECTORS’ MEETINGS
Section 5.1: BOARD MEETINGS. Meetings of the Board of Directors of the Spring Creek Region CWMA shall be held quarterly per calendar year. The Board shall agree upon these meeting times. Additional meetings may be held on the call of the President or by the call in writing of a majority of the Board of Directors.
Section 5.2: BOARD MEETING NOTICE. Notice of any meeting of the Board of Directors, regular or special, stating the time and the place where it is to be held shall be served personally, by mail (postage prepaid), by phone, by e-mail and/or by FAX to each Director not less than ten (10) days before the meeting. The notice of any meeting shall state the purpose or purposes of the proposed meeting. Business transacted at all special meetings shall be confined to the subjects stated in the call and matters germane thereto.
Section 5.3: QUORUM.
(a) A majority (more than 50%) of the seated Board of Directors present or represented by proxy and entitled to vote shall constitute a quorum at all meetings of the Board of Directors for the election of Director or for the transaction of other business except as otherwise provided by law or by these bylaws.
(b) In the absence of a quorum, any meeting of the Board of Directors may be adjourned to another place and time by a vote of the majority of Directors present.
Section 5.4: ACTION WITHOUT A MEETING. Any action may be approved by the Board of Directors, without a meeting, if all Directors, individually or collectively, consent in writing to such action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board. Such written consent or consents shall be filed with the minutes of the proceedings of the Board.
Section 5.6: COMPENSATION. Directors shall serve without compensation. The Directors may receive pre-approved reimbursement for expenses incurred.
Section 5.7: BOARD ACTIVITIES. Each Director shall be entitled to one (1) vote on all items requiring action by the Spring Creek Region CWMA. The Directors are entitled to vote or may give their authority to vote to another Director by proxy on a specific agenda item through the Secretary of the Spring Creek Region CWMA prior to the meeting if said proxy is executed in writing. Any motion carried by the majority of the Directors where a quorum is present shall be the action of this Spring Creek Region CWMA.
Section 6.1: OFFICERS OF THE BOARD. Only existing Directors shall be officers. Newly elected Directors shall take office on the 1st of January. After the new Directors have taken office, the Board will elect a President, Vice-President, Secretary and Treasurer as officers of the Board. No officer may serve in the same position for more than two (2) consecutive terms.
(a) President. The President shall be the chief elected official of the Spring Creek Region CWMA. The President will preside at all meetings of the Board, appoint committee members as may be deemed necessary, and is ex-officio member of all committees. The President has general supervision over the activities of the Board of Directors.
(b) Vice-President. The Vice-President shall, in the absence, resignation, or incapacity of the President, assume the duties of the President, and be responsible for other duties as assigned by the President.
(c) Secretary. The Secretary shall be responsible for ensuring that an accurate record of the meetings, duly recorded as the minutes, of all meetings of the Spring Creek Region CWMA and of the Board of Directors are kept. The Secretary will maintain a roster of all members of the Spring Creek Region CWMA, and all documents, communications, meeting notifications and other papers relating to the business of the Spring Creek Region CWMA, are in order and kept at the President’s office.
(d) Treasurer. The Treasurer shall be responsible for the keeping of an accurate record of all financial transactions of the organization. The Treasurer will prepare financial reports and other related duties as assigned by the President or the Board of Directors.
Section 6.2: MISCELLANEOUS. The Board of Directors shall designate or mandate any other responsibilities to others as they see fit, and as they identify from time to time.
(a) Minutes. Minutes of all meetings of the Spring Creek Region CWMA Board of Directors shall be made available as required by law. Copies of all minutes will be made available to the members.
(b) Parliamentary Procedures. The current Robert's Rules of Order shall govern in questions of parliamentary purpose.
(c) Liabilities of Directors. No person who is now, or later becomes, a member of the Board of Directors shall be personally liable for any indebtedness or obligation of the Spring Creek Region CWMA, and any and all creditors of this organization shall look only to the assets or security of the organization for payment.
ARTICLE VII
COMMITTEES
Section 7.1: COMMITTEES. The Board of Directors may establish standing or temporary committees.
Section 7.2: COMMITTEE CHAIRS. The committee members shall appoint the Chair upon consultation with the Board of Directors when the Committee is formed. A minimum of one member of each committee will be a representative of the Board of Directors.
ARTICLE VIII
CHANGING BYLAWS
Section 8.1: BYLAW AMENDMENTS. These bylaws may be amended at any regular meeting of the Board of Directors by a two-thirds vote of those present, provided a quorum is present and provided that the amendment has been submitted in writing to the Board of Directors at least fourteen (14) days prior to such regular meeting and detailed the changes proposed on the meeting agenda and by public notice.
Section 8.2: LAWS OF NEVADA. Any amendments, alterations, changes, additions, or deletions from these bylaws shall be consistent with the laws of the State of Nevada which define, limit or regulate the powers of this organization or the Directors of this organization.
ARTICLE IX
INSURANCE
Section 9.1: The organization shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, directors, employees, and other agents against any liability asserted against or incurred by any officer, director, employee, or agent in such capacity or arising out of the officer’s, director’s, employee’s, or agent’s status as such.
ARTICLE X
INSPECTION OF DOCUMENTS
Section 10.1: INSPECTION. Directors shall have the right, at any reasonable time, to inspect and make extracts of all books, records, and documents, and to inspect the physical properties of the organization for a purpose reasonably related to his or her interest as a Director. This inspection may be made in person or by an agent or attorney.
Section 10.2: MEETING MINUTES. Minutes of Board of Directors’ meetings shall be circulated to the Directors within fourteen (14) days of the conclusion of a Board meeting. Corrections, changes or revisions, and approval, shall be communicated to the Secretary or designee at the next Board meeting. Finalized copies of these records shall be maintained as follows: one final copy shall remain with the Secretary or designee; one copy shall be placed for permanent storage at the President’s office.
ARTICLE XI
OPERATING FUNDS
Section 11.1: REIMBURSEMENTS. The Board of Directors shall be authorized and empowered to pay travel expenses and per diem at Nevada state rates to Directors and other private persons on authorized Spring Creek Region CWM business.
Section 11.2: NO PERSONAL GAIN. No part of the finances of the Spring Creek Region CWMA shall inure to the benefit of or be distributed to, its members, Board of Directors, or other private persons, except for legitimate and reasonable expenses incurred on behalf of the Spring Creek Region CWMA.
Section 11.3: EARNINGS. No part of the net earnings of this organization shall inure to the benefit of any individual. The property of this organization is irrevocably dedicated to not-for-profit purposes and upon liquidation, dissolution or abandonment, after providing for the debts and obligation thereof, the remaining assets will not inure to the benefit of any private person, but will be distributed to a nonprofit fund, foundation or corporation, which is organized and operated under Section 501(c)(3) of Internal Revenue Code of 1986.
Section 11.4: GIFTS AND DONATIONS. The Spring Creek Region CWMA may accept gifts and make donations to other organizations and individuals as approved by the Board of Directors.
ARTICLE XII
AGENCY REPRESENTATIVES
Section 12.1: Representatives of the various Federal, State, and local agencies or private individuals having an interest in or assisting with the project activities shall be encouraged to serve in an advisory capacity to the various committees in accordance with existing policies and regulations.
ARTICLE XIII
FISCAL YEAR
Section 13.1: The fiscal year of this organization shall be the January 1 to December 31.
ARTICLE XIV
NONDISCRIMINATION
Section 14.1: The members, officers, committee members, employees and persons served by this organization shall be selected entirely on a nondiscriminatory basis without regard to race, color, national origin, sex, religion, age, disability, political beliefs and marital or familial status.
ARTICLE XV
INDEMNIFICATION
Section 15.1: Officers, directors, members and employees of the Spring Creek Region CWMA (and their private property) shall not be liable in any manner for the Spring Creek Region CWMA debts, obligations, undertakings or liabilities which may accrue from time to time in any manner by reason of the ownership, administration, or distribution of the Spring Creek Region CWMA property or funds, or by reason of any acts of commission or omission on their part in the conduct of the Spring Creek Region CWMA affairs, so long as they act in good faith. The officers, directors, and staff shall not be liable or accountable in any manner for honest mistakes or errors of judgement, nor for errors or wrong doings of the agents, brokers, attorneys, or servants; nor for the interest on funds temporarily idle. They shall have the right at all times and in all events to act upon any information or evidence deemed by them reliable without incurring any personal liability or responsibility of any kind.
ARTICLE XVI
DISSOLUTION
Section 16.1: Upon the dissolution of the organization, the Board of Directors shall, after paying or making provisions for the payment of all the liabilities of the corporation, dispose of all the assets of the organization exclusively for the purposes of the organization in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Circuit Court of the county in which it principal office of the organization is then located, exclusively for such purposes or such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
ADOPTED BY FORMAL ACTION OF THE SPRING CREEK REGION COOPERATIVE WEED MANAGEMENT AREA STEERING COMMITTEE THIS 25th DAY OF FEBRUARY, 2003.
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