BYLAWS OF THE ELLERBE CREEK WATERSHED ASSOCIATION(as last amended by the ECWA Board at its November 8, 2023 Meeting )
ARTICLE I NAME, TYPE, AND PURPOSE Section 1. The name of this Association shall be "The Ellerbee Creek Watershed Association" for official corporate purposes and "The Ellerbe Creek Watershed Association" for all ordinary business and promotional purposes. In this document it is hereinafter referred to as “the Association." Section 2. The Association is and shall remain a non-profit corporation organized under the laws of the State of North Carolina. Its "articles of organization" comprise the articles of incorporation and these bylaws as from time to time amended. Section 3. The objectives of the Association shall be: To establish and maintain public greenspace in the Ellerbe Creek watershed, in cooperation with federal, state, and local agencies, officials, and communities; To promote land and stormwater management methods beneficial to the ecological health of Ellerbe Creek and its tributaries; To promote public education through organized hikes and workshops; To promote scientific identification and cataloging of plant and animal life and other natural features within the Ellerbe Creek watershed; To promote research related to the ecological restoration of Ellerbe Creek, its tributaries, and associated native plant and animal communities; To cooperate with other local, state, and national organizations to achieve these and other charitable, educational, and scientific goals.
ARTICLE II MEMBERSHIP Section 1. All individuals or families who donate more than the minimum amount set by the Association’s Board of Directors shall be considered members of the Association and invited to the Association’s annual meeting. Their memberships shall last for one year from the date of their last donation. ARTICLE III OFFICERSSection 1. The officers of the Association shall consist of a President, Vice-President, Secretary, and Treasurer, all of whom shall be ex-officio members of the Board of Directors. Section 2. Officers shall be elected by a majority vote of the Board of Directors after a nomination is received from the Nominating-Governance (NomGov) Committee. Section 3. If elected to a regular term, officers shall assume their official duties on January 1 of the year after their election and shall serve for a term of two years and until the election and qualification of their successors. Officers may not serve in the same position for more than two consecutive complete terms. Should the Board of Directors decide by majority vote that any Officer is not properly or adequately performing his/her duties, and that Officer does not then choose to resign, the Board may either set a probationary period after which it will review the officer’s performance or immediately remove that Officer by a majority vote of the Board. Section 4. A vacancy occurring in any office shall be filled as soon as possible for the unexpired term by a person elected by a majority vote of the Board of Directors, ordinarily but not necessarily after a recommendation is received from the Nominating-Governance (NomGov) Committee. Section 5. The President shall preside at all meetings of the Association and of the Board of Directors at which he/she can be present; shall perform all duties ordinarily incident to his/her office; shall perform such other duties as may be prescribed in these bylaws or assigned to him/her by the Board of Directors; and shall coordinate the work of the officers and committees and staff of the Association in order that the Association’s objectives may be promoted. Section 6. The Vice-President shall perform all duties as assigned by the President or Board of Directors and shall be the presiding officer in the absence of the President. Section 7. The Secretary shall be the official custodian of all records of the Association, shall keep the minutes of all meetings of the Association and of the Board of Directors, shall give all required notices, and shall conduct such correspondence as the Board of Directors shall direct. Section 8. The Treasurer shall ensure that a full and accurate account of all receipts and expenditures of the Association is kept by the Treasurer, the Association’s staff, and/or any contracted bookkeepers. The Treasurer shall work with the staff to prepare financial statements as directed by the Board of Directors and shall be the representative of the Association in all matters involving tax and/or audit requirements. ARTICLE IV BOARD OF DIRECTORS
Section 1. The Association shall be governed by a Board of Directors. Section 2. The Board of Directors shall consist of a minimum of ten Directors and a maximum of twenty Directors, including ex-officio members, the exact number of which shall be determined by the Board of Directors. New or renewing Directors shall be elected by the Board, ordinarily at its November meeting, following a recommendation from the Nominating-Governance (NomGov) Committee. Section 3. Directors shall ordinarily assume their official duties on January 1 of the year after their election and shall serve for a term of two years. But the Board may choose an earlier start date if addition of that Director is needed in order to bring the Board above its minimum number of required members, or if that Director is needed to fill a vacant committee chair role. Directors may serve an unlimited number of consecutive terms. Section 4. More than half the number of Board members shall constitute a quorum for doing business. Each member shall be entitled to one vote. Section 5. The business of the Board of Directors shall ordinarily be accomplished by a majority vote of those Directors present at a meeting of the Board. The Board of Directors shall also be permitted to conduct votes via electronic mail (e-mail) at the discretion of the President, unless at least one-third of the Board members object to e-mail voting on a particular issue. Board members who do not have access to e-mail shall be notified of all votes and shall be permitted to cast a vote in a written format, e.g., fax or postal mail. All votes taken via e-mail shall be recorded in the meeting minutes for the following meeting. Section 6. Board members shall serve without compensation except for expenses incurred through participation in board duties and approved as part of the budget process and administered by the Executive Director (such as travel to trainings and conferences, child care, etc.). Section 7. The powers and duties of the Board of Directors shall include: Except for the Nominating-Governance (NomGov) Committee, which is described in these Bylaws, the appointment and dissolution of all committees and task forces and the chairpersons thereof; interpretation and amendment of the Bylaws; the establishment of a budget and the approval of non-budgeted expenditures; the establishment of policy for the Association. Section 8. Directors and Officers must excuse themselves from discussions or votes if a conflict of interest arises. All officers and directors must have a signed Conflict of Interest form on file with the Secretary. Section 9. The Board of Directors is responsible for establishing mechanisms for the hiring, compensation, oversight, and termination of a leader for the Association’s staff, the Executive Director. The Executive Director is the one staff member reporting directly to the Board, with all other staff members overseen either directly by the Executive Director or by senior staff members who are in turn overseen by the Executive Director. The authority and responsibilities of the Executive Director are to be described in full in the Executive Director’s job description document, which will be updated from time to time by approval of the Board of Directors. ARTICLE V. NOMINATING-GOVERNANCE COMMITTEE Section 1. There shall be a nominating-governance (NomGov) committee composed of the president, vice president, secretary, treasurer, and the annual meeting task force chair, all current members of the ECWA Board of Directors. The board secretary shall serve as chair of the NomGov committee. The ECWA executive director will serve as a non-voting, ex officio member of the NomGov committee. Section 2. The three essential responsibilities of the nominating-governance (NomGov) committee are as follows:(1) Proactively support the ECWA executive director in anticipating and addressing organizational needs in board development, fiscal responsibility, human relations, regulatory compliance, risk management, and strategic direction, (2) Provide relevant, high quality, management information to Board members and relevant stakeholders in a timely manner, and (3) Recruit and nominate potential board members who demonstrate skill sets identified as particularly relevant to the current and future needs of the organization. Section 3. The nominating-governance committee shall nominate one person for each office and directorship to be filled. Only those persons who have signified their consent to serve if elected shall be nominated for or elected to such offices or directorships. ARTICLE VI OTHER COMMITTEES Section 1. In addition to the Nominating-Governance (NomGov) Committee, the Board of Directors may create such other committees and task forces as it deems necessary to promote the objectives and carry on the work of the Association. Committees continue from year to year until they are disbanded, whereas task forces are temporary (though some of them, such as the annual meeting task force, generally need to be reconstituted each year). Section 2. The Board shall establish a set of policies that govern the leadership, membership, and operations of all the committees, altering those policies whenever the need arises. Each committee and task force shall have as its chair (which can be one of two co-chairs) at least one Director. The Board shall either appoint the chair(s) or delegate selection to the President.
ARTICLE VII MEETINGS Section 1. There shall be an annual meeting of the Association in the month of October or November each year. Section 2. Special meetings of the Association may be called by the President or by the Board of Directors. Section 3. A printed or e-mailed notice stating the place, day, and hour of the Association meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting to each current member. Section 4. The Board of Directors may establish a schedule of regular Board meetings and change that schedule from time-to-time. When meetings of the Board are held in accordance with such a schedule no notice shall be required. Members of the Board must receive a minimum of five days notice of any change to that schedule. Notice must be by printed or electronic mail. The President or two Directors may call a special meeting of the Board upon five days notice to the members of the Board.
ARTICLE VIII FINANCES Section 1. All funds shall be deposited by ECWA’s Treasurer or by staff members designatedby the Treasurer into an account or a set of accounts in the name of the Ellerbe Creek Watershed Association. Section 2. All withdrawals of funds from these accounts shall be performed by the Treasurer or by staff members designated by the Treasurer. Section 3. The Association's fiscal year shall begin on October 1 and shall end on the following September 30.
ARTICLE IX PROCEDURE Section 1. The President shall regulate and govern all debate and action by the Board of Directors at any meeting in a manner which promotes a fair exchange of views and the efficient dispatch of business.
ARTICLE X AMENDMENTS Section 1. These bylaws may be amended by a vote, at any meeting of the Board, provided all Directors have been notified at least one week in advance of this purpose, of the majority of the directors in office at the time the amendment is adopted.
ARTICLE XI DISSOLUTIONSection 1. In the event that the Association becomes inactive or dissolves, all the Association's holdings, including all monies and other properties, shall be distributed in accordance with the Association's articles of incorporation.