The name of this Association shall be "The Ellerbee Creek Watershed Association", hereinafter referred to as the "Association."

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.

The objectives of the Association shall be:

• To establish and maintain public greenspace in the Ellerbee 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 Ellerbee 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 Ellerbee Creek watershed;

• To promote research related to the ecological restoration of Ellerbee 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.

Public and private organizations and individuals interested in the objectives and purposes of the association and willing to uphold its policies and subscribe to its bylaws shall be eligible for membership upon payment of dues as hereinafter provided.

There shall be three types of membership: individual, family and organizational.

Any individual desiring to become a member of the association in an individual membership category may do so by application for such membership, the payment of dues specified for that class of membership, and the approval of the Board of Directors. An individual membership shall be entitled to one vote on all matters submitted to a vote of the membership.

Any family unit desiring to become a member of the association in a family membership category may do so by application for such membership, the payment of dues specified for that class of membership, and the approval of the Board of Directors. A family membership shall be entitled to two votes on all matters submitted to a vote of the membership.

Any organization desiring to become a member of the association in an organizational membership category may do so by submitting to the Board of Directors a statement by its president and secretary that the organization has voted to apply for membership, by payment of dues specified for that class of membership, and the approval of the Board of Directors. An organizational membership shall be entitled to one vote on all matters submitted to a vote of the membership.

No individual shall hold membership in more than one membership category.

The association shall conduct an annual enrollment of members, but persons may be admitted to membership at any time. Memberships shall run from October 1 until September 30 of the following year.

The Board of Directors may confer upon a person honorary membership. An honorary membership may be conferred only in recognition for meritorious service to the Association. Such membership shall be non-voting and shall be for such duration as the Board of Directors shall determine.

Public and private organizations and individuals interested in the objectives and purposes of the association and willing to uphold its policies and subscribe to its bylaws shall be eligible for membership upon payment of dues as hereinafter provided.

There shall be three types of membership: individual, family and organizational.

The officers of this association shall consist of a President, Vice-President, Secretary, and Treasurer, all of whom shall be ex-officio members of the Board of Directors.

Officers shall be elected from the membership by vote of the membership at its annual meeting in October.

Officers shall assume their official duties following the close of the annual meeting in October at which they were elected and shall serve for a term of two years and until the election and qualification of their successors.

A vacancy occurring in any office shall be filled for the unexpired term by a person elected by a majority vote of the Board of Directors, notice of such election having been given.

The President shall preside at all meetings of the Association and of the Board of Directors at which he may be present; shall perform all duties ordinarily incident to his office; shall perform such other duties as may be prescribed in these bylaws or assigned to him by the Board of Directors; and shall coordinate the work of the officers and committees of the Association in order that the Objectives may be promoted.

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.

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.

The Treasurer shall keep and be responsible for all funds of the Association and shall keep a full and accurate account of receipts and expenditures. All funds shall be deposited in an account in the name of the Ellerbee Creek Watershed Association and shall be withdrawn only by the Treasurer or the President. All monies received shall be immediately delivered to the Treasurer, for which she or he shall give a receipt. All bills shall be paid by the Treasurer. The Treasurer shall provide regular reports of all transactions and prepare financial statements as directed by the Board.

The Association shall be governed by a Board of Directors.

The Board of Directors shall consist of a minimum of five Directors and a maximum of fifteen Directors, including ex-officio members, the exact number of which shall be determined by the Board of Directors. The Directors shall be elected from the membership at the annual meeting of the Association in October by vote of the membership. Any directorships not filled by the members shall be treated as vacancies to be filled by and at the discretion of the Board of Directors.

Directors shall assume their official duties following the close of the annual meeting in October and shall serve for a term of two years (See Section 4 for possible exception.) and until the election and qualification of the successors. Directors may serve an unlimited number of consecutive terms.

Each directorship shall be designated as having a term expiring in either an even-numbered year or an odd-numbered year.

Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of directors shall be filled by the Board of Directors. A Director so appointed shall serve for the unexpired term of his or her predecessor in office or for a term commensurate with the terms of those Directors then in office.

More than half the number of Board members shall constitute a quorum for doing business. Each member shall be entitled to one vote.

The business of the Board of Directors shall be accomplished by a majority vote, unless otherwise noted herein, of those Directors present and authorized to do business at a meeting of the Board.

Board members shall serve without compensation.

The powers and duties of the Board of Directors shall include:

• the appointment of all standing and other committees or chairpersons thereof. Committees shall derive their direction from the Board of Directors;

• the appointment of all persons or organizations to serve the Association;

• interpretation of the Bylaws;

• the establishment of a budget and the approval of non-budgeted expenditures;

• the establishment of policy for the Association;

• the dissolution of all standing and other committees. This power can be delegated to the President.

There shall be a nominating committee composed of four members selected by the Board of Directors from the membership. The chairman shall be selected by the members of the nominating committee.

The nominating committee shall nominate one eligible person for each office and directorship to be filled and report its nominees at the annual meeting in October at which time additional nominations may be made from the floor.

Only those persons who have signified their consent to serve if elected shall be nominated for or elected to such offices or directorships.

The Board of Directors may create such committees as it may deem necessary to the objectives and carry on the work of the association. Each such committee shall have as a member at least one director other than the President. The Board shall appoint the chair or delegate selection to the President. In addition, the Board may appoint some or all additional members of any committee, or the Board may delegate selection to the chair. The Board shall charge every committee and every committee shall report on its activities as it is directed to by the Board. The President shall be a member ex-officio of all committees except the nominating committee.

There shall be an annual meeting of the Association in the month of October each year, the exact time and place to be decided upon by the Board of Directors.

Special meetings of the Association may be called by the President or by the Board of Directors.

Written or printed 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, either personally or by mail, to each member entitled to vote at such meeting.

Members holding one-tenth of the votes entitled to be cast represented in person or by written proxy shall constitute a quorum for the transaction of business at any meeting of the members. The vote of a majority of the votes entitled to be cast by the members present or represented by written proxy at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members.

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 written or printed. The President or two Directors may call a special meeting of the Board upon five days notice to the members of the Board.

The Association's fiscal year shall begin on October 1 and shall end on the following September 30.

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. Robert's Rules of Order Revised shall govern the association in all cases in which they are applicable and in which they are not in conflict with the bylaws or the articles of incorporation."

These bylaws may be amended at any annual or special meeting of the association by a simple majority vote of the votes entitled to be cast by the members present or represented by written proxy at a meeting at which a quorum is present, provided that notice of the proposed amendment shall have been given each member at least ten days prior to said meeting and that the amendment has been approved by the Board of Directors.

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.