COUNCIL MISSION & BYLAWS
Amended 1/25/05

TABLE OF CONTENTS

PURPOSE

MISSION STATEMENT

GENERAL MEMBERSHIP
Qualifications
Quorum
Decision Making & Voting

BOARD OF DIRECTORS
Indemnification of Directors and Officers
Election
Qualifications
Terms
Vacancies
Quorum
Decision Making & Voting
Removal

OFFICERS
Election
Terms
Vacancies

MEETINGS
Annual Membership Meeting
Special Membership Meetings
Regular Monthly Meetings
Special Board of Director Meetings

COMMITTEES
Executive Committee
Ad Hoc or Standing Committees

INTEREST AREAS
Definition
Listing

ADMINISTRATION & MANAGEMENT
Public Input
Contracts
Books & Records

AMENDMENTS OR DISSOLUTION
Amendments
Dissolution

 

PURPOSE

The SBWC was formed as part of the State's model watershed program identified in HB2215. It was formed to help address watershed management issues and to provide a framework for the coordination and cooperation among key interests in the development and implementation of a watershed action program.

MISSION STATEMENT

To bring together diverse interests, to implement programs and projects, to promote education; to maintain and/or improve the social, economic and ecological conditions of the Seven Basins Watershed and its citizens.

GENERAL MEMBERSHIP

Qualifications:
1. Any person who lives, works or owns property in the SBWC area, including a representative of a governmental agency or corporation, is considered a stakeholder within the watershed and is eligible for membership in the SBWC.

2. At the Annual or any Special General Membership Meeting, the General membership will set and collect dues for a fiscal period.

3. Any interested stakeholder who shares the goals for which the council is created, may actively participate by joining the SBWC. Stakeholders may apply for membership at their first attended meeting by filling out the SBWC Membership Information Form. The Information Form will be reviewed and membership accepted upon payment of any required dues at the second attended meeting of the stakeholder.

4. General membership shall be personal and shall not survive the death of the individual. The membership may not be transferred by any means.

5. General memberships shall be renewed at the Annual Membership Meeting.

Quorum:
A presence of 25% of the total general membership, not including the four officers, shall constitute a quorum. This quorum shall be able to conduct business and make decisions in the name of the general membership.

Decision Making and Voting:
Each general member shall have one vote. Issues shall be decided by a simple majority of those members present (a majority of the quorum). Absentee voting by the general membership shall be accepted with a signed absentee vote form prior to the time of the vote.

BOARD OF DIRECTORS

Indemnification of Directors and Officers
Section 1: Monetary Damages
No Director or former Director of the SBWC shall be personally liable to the SBWC for monetary damages for any conduct as a Director; provided, however, that this section shall not eliminate or limit the liability of a Director for acts or omissions that involve intentional misconduct by a Director or a knowing violation of law by a Director or for any transaction from which the Director will personally receive a benefit in money, property or services to which a Director is not legally entitled; and provided, this limitation shall not eliminate or limit the liability of a Director for any act or omission prior to the date when this provision becomes effective.

Section 2: Expenses
Each Officer or Director shall be indemnified by the SBWC against all expenses reasonably incurred by him/her in connection with an action, suit or proceeding to which he/she may be a party defendant or with which he/she may be threatened by reason of his/her being or having been a Director or Officer of the SBWC or by reasons of having acted pursuant to a resolution of the Board of Directors, but an Officer or Director shall not be indemnified for any matter for which he/she is held liable for gross negligence or misconduct in the performance of his/her duties. The term "expenses" includes the amount paid in satisfaction of a judgment or in the settlement of a claim if the settlement is approved by a majority of the members of the Board of Directors of the SBWC. The right of indemnification under these articles shall not exclude any other right to which an Officer or Director may be entitled nor restrict the SBWC's right to indemnify or reimburse an Officer or Director in a proper case even though not specifically provided for herein.

Election Of Board:
The Board of Directors shall be elected from and by the general membership at the Annual Membership Meeting.

Qualifications:
1. A member of the board must satisfy general membership requirements and fit within the SBWC Interest Areas.

2. To ensure a balanced representation of Interest Areas on the Board, the board members shall fit into one of the Interest Area categories (see listing). There shall be up to 17 Board of Directors, with no more than two (2) people per category and no one person shall represent more than two Interest Areas. Every effort shall be made to ensure that each water basin area in the SBWC is represented; however, priority will be given to the particular Interest Area.

3. No more than one member of any family or household can hold a position on the board at the same time.

Terms:
Each member of the board shall have a two-year term, except for the first election of the SBWC in which eight board positions will be elected for a one-year term. Those board members to serve a one-year term will be determined by the Board. There shall be no term limits.

Leaves of Absence:
Board members may be placed on Leave of Absence, becoming ineligible to vote and not counting in the requirements for a voting quorum. Board members may request and receive a leave of absence anytime it is anticipated that there will be a period of time that they will be unable to fulfill the duties of a board member. Any board member missing two consecutive monthly board meetings without prior notice to the executive committee or staff, shall be automatically placed on indefinite leave. Any board member on leave will be granted immediate reinstatement upon request in attendance at any subsequent board meeting remaining in their elected term.

Vacancies:
The Board of Directors may elect to fill vacancies on an interim basis from the general membership. A balance in the Interest Area categories must be considered. If a suitable member is not available, the position may remain open.

Quorum:
A quorum shall constitute a simple majority of the Board of Directors in position at that time. In the absence of a quorum the board members present shall constitute a committee, which may conduct and present regular business. The decision of the committee shall become official either by written ratification by a majority of the Board of Directors or by adoption of the board at the following meeting.

Decision Making and Voting:
Each member of the Board shall have only one vote, regardless of the number of Interest Areas represented. Consensus shall be used in the decision making process. If consensus can not be reached, the Chair has the discretion to request a vote. The vote will require 75% of the quorum present to decide an issue. Absentee voting shall be accepted with a signed absentee vote form prior to the time of the vote.

Removal:
Any member of the board may be removed with or without cause, at a Special Membership Meeting by a two-thirds (2/3) vote of the general membership.

OFFICERS

Election:
Officers shall be elected by the Board of Directors at the Annual Membership Meeting. The officers shall consist of a Chair, Vice Chair, Secretary and Treasurer.

Terms:
Officers shall have a one-year term. There shall be no term limits.

Vacancies:
The Board of Directors shall elect to fill vacancies on an interim basis from the Board.

MEETINGS

Annual Membership Meeting:
The purpose of this meeting shall be to elect Board of Directors, renew or update membership applications and any other business called by the Board of Directors or by a simple majority of the general membership.

The annual meeting of the general membership of the SBWC shall be held each year on the 4th Tuesday of January at a time and place to be determined by the Board of Directors.

Special General Membership Meetings:
Special meetings of the general membership of the SBWC may be called by the Board of Directors, or by petition of no less than 5% of the members. The petition must be signed, dated and delivered to the Chair. The petition must state the purpose of the meeting. Minimum notice to the general membership of the Special Meeting shall be two weeks.

Regular Monthly Board of Director Meetings:
The Board of Directors shall hold monthly meetings. The date, time and place shall be determined by the Board. At least two week's notice to the general membership is required for any changes in date, time or place.

The purpose of the monthly meeting shall be to conduct business in accordance with the mission statement.

The general membership and the public at large are invited to attend and actively participate in the monthly meetings.

Special Board of Director Meetings:
Special Board meetings may be called by the Board of Directors. The date, time and place shall be determined by the Board. Notice to the General Membership is not required for these meetings. Proceedings of these meeting shall be reported to the General Membership at the next Regular Monthly SBWC Meeting.

The general membership and the public at large may be invited to attend.

COMMITTEES

Executive Committee:
Officers shall act as the Executive Committee and report back to the Board of Directors at the next Regular Monthly Meeting.

Ad Hoc or Standing Committees:
Committees will be formed as needed by the Board of Directors. The committee will be managed by a board member and consist of any interested general members.

 

SBWC INTEREST AREAS

Definition:
The Interest Areas have been defined by the General Membership of the SBWC. These Interest Areas define the direction and scope of the SBWC. As situations may dictate, the Interest Areas may be changed, deleted or increased.

Listing:

Agriculture/Livestock
Forestry
Small Wood-lot Owner
Education
Recreation
Fishery
Recreational Fishing
Wildlife
Environmental
Water Resources, Water Rights, Irrigation
Local Municipalities
Commercial Businesses
Public Land Manager
Small Private Land Owner
Water User
Economic Development
Mining/Aggregate
Legislative Watchdog
Member-at-Large

 

ADMINISTRATION & MANAGEMENT

Public Input:
The SBWC recognizes the need to consider and respect a broad range of interests in all of its activities. The SBWC shall have a policy to actively encourage participation of local individuals, agencies and organizations, both public and private.

Contracts:
The Board of Directors shall be responsible for making assignments regarding contracts, and/or work commitments. All contracts, projects, grant proposals, agreements or issues requiring a commitment of the SBWC and a signature of the Chair shall require approval of the Board of Directors. The Board of Directors shall designate who is responsible to administer the project. The following criteria must be met:
1. Work must agree with SBWC work plans or goals.
2. All contracts will conform to all applicable federal, state, county and city regulations.

Books & Records:
1. The SBWC shall keep current and complete books and records of account. The SBWC shall keep minutes.

2. The SBWC shall keep a register of the names and addresses of its members.

3. All books and records of the SBWC may be inspected by any member or his/her agent or attorney for any legitimate purpose with reasonable prior notice.

AMENDMENTS or DISSOLUTION

Amendments:
Any proposed amendments to the SBWC Bylaws shall be discussed at the Regular Monthly Meeting.

An Ad Hoc Committee shall review the bylaws on an annual basis prior to the Annual Membership Meeting. The Committee shall present their findings at the Annual Membership Meeting.

Amendments to the SBWC Bylaws shall require a 2/3 vote of the general membership present at the meeting.

Dissolution:
In the event of dissolution, a letter stating that the SBWC has dissolved and is no longer acting as stated in these Bylaws shall be directed to the Jackson County Board of Commissioners. Outstanding monetary obligations shall be satisfied with available funding. Any remaining funds shall be distributed to a like non-profit organization at the discretion of the Board.

| PRIVACY |

©2003-2004 Seven Basins Watershed Council, Inc.
P.O. Box 909, Gold Hill, OR 97525
Ph (541) 261-7796 ; Fax (541) 830-0261
contact@sevenbasins.org
Site hosted by HostingDNA, Rogue River, OR