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ARTICLE I - Name
These Bylaws will govern the Lower Nehalem Watershed Council and its members.
ARTICLE II - Purpose
The Lower Nehalem Watershed Council, established under The Governor's Coastal Salmon Restoration Initiative and House Bill 3441 (Oregon Legislative Assembly - 1995 Regular Session) is a non-profit, volunteer organization dedicated to the protection, preservation, and enhancement of the Nehalem watershed through leadership, cooperation and education. Our role is to establish and support the implementation of a Watershed Action Plan through consensus. Our membership is broadly representative of those individuals and groups having an interest in the health of the watershed. We seek to be inclusive rather than exclusive.
ARTICLE III - Membership
Membership of the Council will consist of between eight (8) and forty (40) members.
Section 1 - Individual Members
Any individual seeking membership will notify the Chair of his/her interest in serving on the Council. The Chair will approve membership if:
The total number of members is consistent with this Article and
The individual seeking membership agrees to active participation on the Council, has attended three meetings of the Council during the preceding six months, and agrees to adhere to the Bylaws.
Section 2 - Organization/Agency Membership
The organization/agency will notify the Chair of its interest in membership on the Council. The Chair will approve membership if the organization/agency meets the criteria outlined above for individual members.
The organization/agency is responsible for designating a representative and an alternate to attend meetings and act on its behalf. Membership will be held in the name of the organization, not in the name of an individual.
The list of members will be distributed to the Council at least annually.
Section 3 - Responsibilities of membership
Members will:
Adhere to these Bylaws and be responsible for their enforcement;
Make every effort to regularly attend meetings;
Inform their respective agencies or constituencies of Council activities;
Search for opportunities to develop group solutions and resolve conflicts;
Treat other Council members with respect;
Listen to and try to understand one another's views:
Be effective Council advocates in the community
Each member must attend at least one meeting each calendar quarter.
Members may apply for a leave of absence if they will be unable to attend meetings for an extended length of time. During the leave they will have no voting rights. They may terminate the leave by applying in writing stating their desire for reinstatement.
Members wishing to resign from the Council must notify the Chair in writing.
Section 4 - Responsibilities of the Council
Review and develop consensus for documents that establish policy necessary to achieve the purpose as stated in Article II.
Review and develop consensus for an Action Plan.
Review and develop consensus for new grant proposals.
Select three members of the hiring committee as specified in the LNWC Personnel Policies and Procedures.
Review and approve the interview questions and selection criteria for new staff.
Review and select the top candidate for employment as specified in the LNWC Personnel Policies and Procedures.
Dismiss staff members upon recommendation of the Steering Committee.
ARTICLE IV - Officers
A Chair, Vice-Chair, Secretary, and Treasurer will be elected by the Council from within the membership.
Section 1 - Responsibilities of the Officers
The Chair may preside or, with the advice and consent of the Steering Committee, may appoint a facilitator to preside at all meetings of the Council. The Chair will be responsible for conducting the business of the Council under the provisions of Article V (Meetings). The Chair in conjunction with the Coordinator will provide direction to the staff and conduct regular performance reviews of staff. The Chair and the Steering Committee will conduct regular performance reviews of the Coordinator. Public information and media contacts will be coordinated through the Chair of the Council.
The Vice Chair in the absence of the Chair, will perform the duties of the Chair and when so acting, will have all the powers and be subject to all the restrictions upon the Chair.
The Secretary will be responsible for assuring that all the proceedings of the meetings of the Council and the Steering Committee are recorded, maintaining a current roster of all members, seeing that all records are properly stored, seeing that all notices are duly given in accordance with any provisions of these Bylaws and, in general, perform all duties incident to the Office of Secretary and such other duties as may be prescribed by the Council.
The Treasurer will be responsible for assuring that all financial records are kept current and available, that accurate records are maintained of income and expenditures of all grants, that all bills are paid when due, will be responsible for submitting monthly reporting of all income and expenditures by and for the Council and perform all duties incident to the Office of Treasurer and such other duties as may be prescribed by the Council.
Section 2 - Election
Officers will serve for one (1) year terms consistent with the Council's fiscal year and annual meeting.
At the Annual Meeting or as soon as practicable thereafter, the Steering Committee will report a recommended slate of officers to the Council for consideration. Based on this slate and any nominations from the floor, members will vote through sealed ballots to elect the officers. The candidates for each office with the highest vote totals as determined by an impartial, non-voting meeting attendee will be elected. The vote totals will be announced at the meeting and recorded in the minutes.
An Officer wishing to resign his position will inform the Steering Committee in writing. An interim appointment for the remainder of the term of office will be selected following the provisions of this Article, excepting that a vacancy in the position of Chair will be filled by the Vice-Chair.
ARTICLE V - Council Meetings
The Council will meet monthly at such time and place as may be designated by the Steering Committee.
Notice of all meetings and a tentative agenda will be mailed to all members not less than three (3) days prior to the meeting.
The Council will follow the provisions of the Oregon Open Meetings Law. At each meeting, adequate time will be set aside for public comment.
Roberts Rules of Order will be used as a general guide for conducting business.
The fiscal year of the Council will coincide with the calendar year.
The Annual Meeting will be the month following the end of the fiscal year on a day and time to be set by the Steering Committee. The purpose of the meeting will be the verification of membership, the election of officers and for the transaction of such other business as may regularly come before the Council.
ARTICLE VI - Decision-making and Participation.
Section 1 - Quorum
Council decisions will be made only if a quorum is present. A quorum will consist of a majority of the Council membership.
Section 2 Voting/opinions in absentia
Council members may submit their vote/opinion on council matters in writing beforehand if they are unable to attend a meeting.
Section 3 - Consensus
All decisions will be made by consensus if possible.
Consensus is reached when all members indicate that their views have been satisfactorily heard and they agree not to block the decision. For example:
All council members indicate their support of the decision or
Most members indicate support of the decision, and some members are neutral or
Most members indicate support of the decision, some members may be neutral, and some are opposed to the decision but will not block it.
If consensus cannot be reached those present will make every effort to find a solution acceptable to all members. The matter may be referred to the Steering Committee or a working group to develop a solution. That solution will then be presented to the Council for consensus.
These Bylaws recognize that there may be situations in which consensus is not possible but circumstances dictate that the Council reach a decision in a timely fashion. In such instances, those members present at the meeting by a three-fourths (3/4) majority vote may modify the requirement for a consensus decision such that a three-fourths (3/4) majority vote is required for approval of the issue before the Council.
ARTICLE VII - STEERING COMMITTEE
A Steering Committee will be established consisting of the Officers and up to three at-large members approved by the membership of the Council on an annual basis.
Section 1 - Responsibilities and authority
The Steering Committee is responsible for
1. Establishing the agenda for the Council meeting;
2. Providing leadership and direction to the Council;
3. Guiding the work of the Council;
4. Guiding the implementation of the Action Plan;
5. Establishing general direction for the work of the Coordinator;
6. Investigating and making a summary report and recommendation to the full Council membership in the case of a proposed dismissal;
7. Conducting an annual review of an employee's performance;
8. Acting on behalf of the Council in emergency situations. Emergency actions of the Steering Committee will be approved or modified by the Council at the next meeting of the Council.
The Steering Committee has the authority to call a special meeting of the full Council upon three (3) days notice.
The actions and recommendations of the Steering Committee, the minutes of the Steering Committee meeting, and meeting attendance will be reported at the next meeting of the Council.
Section 2 - Meetings and Procedures
Meetings will be held once a month at a regularly scheduled time.
Meetings will be conducted in a manner consistent with the Oregon Public Meetings Law (ORS 192.610 to 192.690).
Special meetings may be called by the Chair with 24 hours notice.
The agenda will be prepared by the Steering Committee.
Decisions will be made by consensus.
Coordinator and other key staff will be present as non-voting participants.
Minutes will be taken. Attendance will be recorded and included with the minutes.
ARTICLE VIII - Committees
The Council will establish committees or work groups as necessary.
Article IX - MISCELLANEOUS PROVISIONS
Section 1 - Conflict of Interest
Council and Steering Committee members will act in accordance with ORS 244.120 which allows a member to participate in a decision only if potential conflicts of interest are disclosed.
Section 2 - Media Relationships
Public understanding and support for the Council is fundamental
to our success. Council members may not represent the Council
without Council authorization. Specific media inquiries will be
directed to the Steering Committee.
Section 3 - Liability Disclaimer
To the extent permitted by the law of the State of Oregon and
federal regulation, neither the Council, the Steering Committee,
nor any of their members individually will be liable for the negligent
acts or omissions the Council or Steering Committee may do or
refrain from doing in good faith, including errors in judgment,
acts done or committed on advice of counsel, or mistakes of fact
or law.
ARTICLE X - Restrictions and Dissolution
The Lower Nehalem Watershed Council is organized exclusively for charitable, religious, educational, and scientific purposes 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, or corresponding section of any future federal tax code. No part of the net earnings of the organization will inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization will be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof.
No substantial part of the activities of the organization will be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization will not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization will not carry on any other activities not permitted to be carried on (a) by an organization exempt for federal income tax under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code
Upon dissolution of the organization, assets will be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or will be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of will be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court will determine, which are organized and operated exclusively for such purposes.
ARTICLE XI - Adoption
These Bylaws are effective upon adoption by the Council.
These Bylaws may be amended. Amendments will be proposed in
writing and circulated at least thirty days in advance of any
regular meeting or special meeting called for that purpose. The
proposals for change must be included on the agenda and distributed
in written form with the agenda materials. Amendments must be
approved by the regular council decision-making process (Article
VI).
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