The name of the corporation shall be the Little Butte Creek Watershed Council, Inc.; hereinafter referred to as LBCWC or "the Council." The affairs of this corporation shall be managed by its members as a membership organization..

Section 2.1: Mission

Section 2.2: Goals and Objectives

• Identify, support and implement projects and activities that evaluate, protect or restore Little Butte Creek Watershed and the Rogue Basin.

• Reach out and encourage participation by local leadership, area groups, and individuals with diverse interests regarding watershed health and function.

• Improve communications with affected private organizations, the educational community, interested citizens, and representatives of local, state, and federal agencies.
• Provide a strategic watershed approach with identified performance measures for watershed and basin-wide goals and objectives.
• Deliver technical assistance and information to the stakeholders and local watershed community.
• Assure financial stability for the Council.
• Provide a flexible forum that can adapt readily to changing watershed issues.
• Collaboratively share information and work with other watershed councils in the region.

Section 2.3: Scope of Council Responsibilities

• Establish policies of the Council through Council resolutions.
• Amend the Bylaws and Operating procedures.
• Elect Council Officers.
• Form standing and ad hoc committees on any issue.
• Adopt measures and encourage activities that promote the objectives of the council.

The council shall be comprised of financially contributing members, however the term ‘members’ as used herein does not pertain to the term as it is defined in Oregon Revised Statutes Chapter 65. Council members may have some but not all of the rights or duties described in ORS Chapter 65.

Section 3.1: Recruitment and Representation

The Council shall actively seek diverse membership broadly representative of the watershed stakeholders and interested parties. All interested individuals should are encouraged to attend meetings and participate in Council activities, however no more than one person affiliated with any one organization or entity shall be voting members of the Council. The Council shall endeavor to include members with a variety of interests in the Little Butte Creek watershed, including but not limited to interest in the following:

• Education
• Community
• Forestry
• Agriculture
• Business/Industry
• Development
• Fisheries
• Wildlife
• Water Quality and quantity
• Recreation
• Aquatic, Riparian and Terrestrial Habitat

Section 3.2: Term of Membership

Membership duration extends for a twelve-month period and signing in to a meeting extends membership for the next twelve months.

Section 3.3: Membership

1. Members shall consist of four groups, with varying degrees of participation.
1. Full members
1. Full membership entitles the member to voting rights on the Council and any committees that they may be appointed to. It also entitles the member to run for office and serve on the Executive Committee.
2. Associate members
1. Associate membership entitles the member to participate and vote on any committees of the council that they may be appointed to except the Executive Committee. They are also not eligible to vote on the full Council nor run for office.
3. Contributing members
1. Contributing membership entitles the member to participate, but not vote on any and all committees of the council that they may be appointed to except the Executive Committee. They are not eligible to vote on any issues, nor run for Council office.
4. Inactive members
1. Inactive membership shall consist of any and all members who are not in good standing either by non-contribution of dues or non-participation in Council activities.

Full and Associate members shall qualify for membership with the following qualifications:

1. Reside or work in the Little Butte Creek watershed.
2. Sign a Council consent and registration form showing agreement with the mission and purpose of the Council and agreement to abide by these bylaws.
3. Attend at least six meetings within the most recent twelve-month period.
4. If corporate or government entities, keep their respective agencies, organizations, and interests informed about the work of the Council, and bring concerns from those entities to the Council’s attention.
5. Act with due care and in the best interests of the Council in managing the affairs of the Council.
6. Pay dues as established by the Council.
7. Organizations or governmental entities that may be elected to membership may have only one representative and vote on the Council.
8. Employees of and contractors to the council are eligible for Associate membership only due to potential conflict of interest.

Contributing members shall qualify for membership with the following qualifications:

1. Reside, work, or have business or recreational interests in the Little Butte Creek watershed.
2. Pay dues as established by the Council.

Section 3.4: Conflict of Interest

Any member with a conflict of interest shall declare the conflict and abstain from the decision-making process.

Section 3.5: Resignation of members

Any member may resign at any time by delivering a written notice of the resignation to the Council President.

Section 3.6: Removal of Members

Any member may be removed, with cause, by an affirmative 2/3 vote of all current members at any regular or special meeting of the Council. The notice of such meeting shall be mailed or e-mailed to all Council members and postmarked not less than fifteen (15) days prior to the meeting and shall state that the purpose, or one of the purposes, of the meeting is removal of a member. The member proposed for removal shall be given the opportunity to be heard orally and/or in writing.

Section 4.1: Decision Making

All Council decisions shall be reached pursuant to the following:

• Quorum

• Voting

• Procedures

Section 4.2: Regular Meetings

Regular meetings of the Council and its committees shall be open to the public and held at a date, time, and place to be determined by the Council. Notice of all meetings and a tentative agenda shall be mailed or e-mailed to all Council members and postmarked not less than five (5) days prior to the meeting, except as required pursuant to sections 3.6 or 6.5 or Article VIII of these bylaws.

Section 4.3: Annual Meeting

An annual meeting of the membership shall be held during December each year for the purpose of reporting on the activities and financial condition of the Council, electing officers for the following year, and such other purposes as the Executive Committee determines. Notice of the annual meeting describing the date, time, place, and purpose of the meeting shall be delivered by first class mail or e-mail not less than seven (7) days prior to the meeting to all members that are current as of the fourteenth (14^th) day prior to the meeting.

Section 4.4: Special Meetings

Special meetings of the Council shall be held at the date, time, and place to be determined by the Executive Committee or the Council. Notice of such meetings, describing the date, time, place, and purpose of the meeting shall be delivered by first class mail or e-mail no later than three (3) days prior to the special meeting.

ARTICLE V: COMMITTEES

Section 5.1: Executive Committee

The Council shall establish an Executive Committee consisting of the President, Vice President, Secretary, Treasurer, and one full voting member at large from the Council membership.

At least three members of the Executive Committee must be present to constitute a quorum for the Executive Committee.

The Executive Committee shall:

• Coordinate strategic planning and evaluation efforts.
• Develop the agenda for all regular, annual and special Council meetings.
• Make decisions on behalf of the Council that otherwise would be brought before the members when necessary because considerations of timeliness oblige action prior to the next regular meeting.
• Make financial and budgetary decisions.
• Designate a financial institution in which Council funds will be deposited.
• Apply for, receive, and expend funds from any source.
• Administer Council funds or designate a fiscal agent to handle funds.
• Delegate to officers and/or members the power to incur obligations, withdraw funds and make payments on behalf of the Council.
• Enter into formal contractual agreements on behalf of the Council.
• Employ and contract for services.
• Make contracts and agreements, in accordance with Council Contracting policy, and exercise whatever degree of management and control it deems is required to assure the success of contracts and projects.

Section 5.2: Standing Committees

The Council shall establish Standing Committees to provide ongoing management and involvement in areas critical to the mission and goals of the Council. These Standing Committees and their duties shall be as follows:

1. Restoration Committee
• Identify opportunities and projects that help to protect, restore, or enhance the Little Butte Creek watershed and the Rogue Basin.
1. Finance Committee
• Provide guidance to assure financial stability of the Council.
• Assess and recommend the most appropriate fiscal policies and procedures for the Council.
• Provide input on financial feasibility of proposed Council projects.
1. Outreach Committee
• Identify and interact with other organizations, agencies, and landowners on watershed issues.
• Present and/or coordinate Council participation in watershed conferences, events, and workshops.
• Provide guidance to create and maintain informational materials such as a Council website, brochures, and newsletters.
1. Monitoring Committee
• Collect, summarize and share accurate and reliable monitoring data related to watershed health and restoration needs.
• Evaluate current monitoring information within Little Butte Creek watershed, identify data gaps and implement monitoring by Council and others to address data needs.
• Assist Grant Review Committee by reviewing monitoring component of grant applications.
• Encourage, support, and implement appropriate pre- and post-project monitoring and evaluation.
• Maintain active involvement in planning basin-wide monitoring with the Rogue Basin Coordinating Council.
1. Grant Review Committee
• Provide advice, mentoring, and other assistance to groups, organizations, and individuals by reviewing grant applications.
• Consider requests and make recommendations to Council on endorsement, participation, sponsorship or other involvement in grant applications.

Section 5.3: Ad Hoc Committees

The Council may establish such other committees as it deems necessary and desirable. Such committees may exercise delegated functions of the Council or may be advisory, but in either case will report back to the Council.

Section 5.4: Composition of Committees

Any committee that exercises any function of the Council shall be composed of two or more members selected by the Council.

ARTICLE VI: OFFICERS

Section 6.1: Election of Officers

The Council shall elect the officers of the Council for one-year terms from the current Council members. The term of office shall be for one calendar year. Elections will take place at the annual meeting in December; those elected will take office on January 1^st of the next calendar year. If a position becomes vacant during the term, a special election shall be held to elect a replacement officer to complete the unexpired term. Only full voting members are eligible to run and vote for Council office.

Section 6.2: Officers

The officers of this corporation shall be the President, Vice-President, Secretary and Treasurer.

Section 6.3: Duties of Officers

1. President

The duties of the President include

• Presiding over the Council and Executive Committee meetings.
• Seeking full participation of members.
• Enforcing meeting rules.
• Supervising the Council Coordinator.
• Serving as spokesman for the Council.
• Acting as primary liaison with the designated fiscal agent.
• Signing official documents as authorized by the Council.
• Making recommendations for formation of ad hoc committees.
• Assigning duties to other officers as appropriate.
1. Vice President

The Vice-President will:

• Assist the President with duties as requested.
• In the absence or disability of the President, the President’s duties and powers shall be performed and exercised by the Vice President.
2. Secretary

The Secretary will:

• Provide notice of and record minutes at all Council meetings.
• Record minutes of Executive Committee meetings.
• Affirm membership.
• Authenticate the records of the corporation.
• File annual renewal with the Corporation Division of the Secretary of State’s office.
• Maintain Council records.
1. Treasurer

The Treasurer will:

• Have charge and custody of, and responsibility for, all funds and securities of the Council.
• Serve as chair of the Finance Committee.
• Disburse funds as authorized by the Executive Committee or the membership.
• Receive and give receipts for monies due and payable to the Council from any source.
• Deposit monies in the name of the Council in banks, trust companies or other depositories.
• Sign checks with two appointed co-signers.
• Keep or cause to be kept legible and accurate records of all transactions.
• Register and file the annual financial report with the Attorney General’s office.
• Submit an annual financial report to the membership.
• Initiate and monitor an annual audit of the accounting of the Council in accordance with OWEB requirements.
• The Treasurer may delegate, with Council approval, such duties as may be allowed by the Council to the Contracted Coordinator, such as project funding management, fund disbursement, and financial accounting. The Treasurer is responsible for monitoring such delegated authority to insure its compliance with Council directives and Generally Accepted Accounting Practices.

Section 6.4: Resignation

Any officer may resign at any time by delivering written notice to the President or Vice-President. Such resignations shall be effective upon receipt unless it is specified to be effective at a later date. Such resignation shall not affect their membership status unless specifically stated in the written notice.

Section 6.5: Removal of Officers

The Council may remove any officer, with or without cause, by an affirmative 2/3 vote of all current members, at any regular meeting of the Council. The notice of such meeting will be mailed or e-mailed to all Council members and postmarked not less than fifteen (15) days prior to the meeting, and shall state that the purpose or one of the purposes of the meeting is the removal of an officer. The officer proposed for removal shall be given the opportunity to be heard orally or in writing.

Section 6.6: Vacancies

A vacancy of the office of President, Vice-President, Secretary or Treasurer shall be filled no later than the third regular meeting of the Council following the vacancy, following the procedures specified in section 6.1.

Section 6.7: Other Officers

The Council may elect or appoint other officers, agents, contractors and employees as it shall deem necessary and desirable. They shall hold their offices for such terms and have such authority and perform such duties as shall be determined by the Council.

ARTICLE VII: CORPORATE INDEMNITY OF OFFICERS AND MEMBERS

The corporation will indemnify its officers and Members to the fullest extent allowed by Oregon law.

ARTICLE VIII: MISCELLANEOUS

Section 8.1: Obligatory Authority

No officer, member, employee of, or contractor to the Council may obligate the Council to any commitment, either financial or any other venue, without specific approval of and a resolution or motion by the Council specifically approving such obligation. Violations of this section will result in the removal of the officer or member under Sections 3.6 and/or 6.5 of these bylaws.

Section 8.2: Spokespersons

No officer, member, employee of, or contractor to the Council can speak for the Council on any issue without prior approval and knowledge of the Council or the Executive Committee. Violations of this section will result in the removal of the officer or member under Sections 3.6 and/or 6.5 of these bylaws.

ARTICLE VIII: AMENDMENTS TO BYLAWS

These Bylaws may be amended or repealed and new Bylaws adopted by affirmative vote of the Council pursuant to section 4.1 at any regular Council meeting. Prior to the adoption of the amendment, each member shall be given at least thirty (30) days notice of the date, time, and place of the meeting at which the proposed amendment is to be considered, and the notice shall state that one of the purposes of the meeting is to consider a proposed amendment to the Bylaws and shall contain a copy of the proposed amendment.

We certify that these Bylaws are a true copy of the Bylaws of this Corporation.

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President Date

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Secretary Date

 

 

[Corporate Seal]