National
Conservation District
Employees Association
District Employees Put Conservation on the Land
By-Laws of
The National
Conservation District
Employees
Association, Inc.
ARTICLE I
NAME
The
name of this not for profit corporation shall be NATIONAL CONSERVATION DISTRICT
EMPLOYEES ASSOCIATION, Inc. (NCDEA).
ARTICLE II
PURPOSES
Section 1. Purposes. To assist in developing and furthering the
interest, objectives and purposes of the National Conservation District
Employees Association, Inc.; to foster and promote charitable and educational
purposes designed to further the principles of soil conservation and
stewardship, water conservation and energy conservation; to provide, conduct
and sponsor programs to aid individuals, groups, organizations, governmental
bodies, associations and all entities in combating soil erosion and energy
water waste; including for all such purposes the making of distributions to
organizations under Section 501 (C) (3) of the Internal Revenue Code of 1954 or
the corresponding provisions of any future United States Internal Revenue Law.
Section 2. Financial
Management. No
part of the net earnings of the Association shall inure to the benefit of, or
be distributable to, its members, trustees, officers or other private persons,
except that the Association shall be authorized and empowered to pay reasonable
compensation for services rendered and to make payments and distributions in
furtherance of the purposes set forth herein.
No substantial part of the activities of the Association shall be the
carrying on of propaganda, or otherwise attempting to influence legislation, and
the Association shall not participate in, or intervene in (including the
publishing or distribution of statements) any political campaign on behalf of
any candidate for public office. Not
withstanding any other provision of these articles, the Association shall not
carry on any other activities not permitted to be carried on (a) by a Association
exempt from Federal income tax under Section
501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding
provision of any future United States Internal Revenue Law) or (b) by a Association,
contributions to which are deductible under Section 170 (c) (2) of the Internal
Revenue Code of 1954 (or the corresponding provision of any future United
States Internal Revenue Law).
The Association shall distribute its
income for each taxable year at such time and in such manner as not to become
subject to the tax on undistributed income imposed by Section 4942 of the
Internal Revenue Code of 1954, or corresponding provisions of any subsequent
Federal tax laws.
The Association shall not engage in any
act of self-dealing as defined in Section 4941 (d) of the Internal Revenue Code
of 1954, or corresponding provisions of any subsequent Federal tax laws.
The Association shall not retain any
excess business holdings as defined in Section 4943 (c) of the Internal Revenue
Code of 1954, or corresponding provisions of any subsequent Federal tax laws.
The Association shall not make any
investments in such manner as to subject it to tax under Section 4944 of the
Internal Revenue Code of 1954, or corresponding provisions of any subsequent
Federal tax laws.
The Association shall not make any
taxable expenditures as defined in Section 4945 (d) of the Internal Revenue
Code of 1954, or corresponding provisions of any subsequent Federal tax laws.
Section 3. Dissolution. Upon the dissolution of the Association, the
Board of Directors shall, after paying or making provisions for the payment of
all of the liabilities of the Association, dispose of all of the assets of the
Association, exclusively for the purposes of the Association in such manner, or
to such organization or organizations organized and operated exclusively for
charitable, educational or religious purposes as shall at the time qualify as
an exempt organization or organizations under Section 501 (c) (3) of the
Internal Revenue Code of 1954 (or the corresponding provision of any future
United States Internal Revenue Law), as the Board of Directors shall
determine. Any of such assets not so
disposed of shall be disposed of by the Circuit Court of the county in which
the principal office of the Association is then located, exclusively for such
purposes or to such organization or organizations as said Court shall
determine, which are organized and operated exclusively for such purposes.
ARTICLE III
ORGANIZATION UNITS
Section
1. Organization. Consist of all full-time and part-time Soil
and Water Conservation District Employees in the
Section 2. Board of Directors. For the purpose of providing representation on the Board of Directors, Districts are grouped into seven (7) regions with one delegate from each region elected to the Board of Directors. The Regional Delegate shall be elected by the acting voting membership of their respective states or regions, and shall be referred to as the Board of Directors hence forth.
Section 3. Executive
Committee. For the
purpose of coordinating the work of the Association, the Executive Committee of
the Association shall consist of the President, Vice President, Secretary,
Treasurer, and Immediate Past President of the National Conservation Districts
Employee Association, Inc. No more than two
officers shall be from the same region.
For the purpose of coordinating the work of the Officers of the Association,
the Nation shall be divided into seven (7) Regions, consisting of Northeast,
Northwest, North Central, Northern Plains, Pacific, Southeast, Southwest, and
South Central United States. The Executive Committee shall be elected by the
Board of Directors present at each Annual Meeting from a slate of officers
proposed by the Nominating Committee. The slate of officers shall be mailed to the
Board of Directors 45 days prior to the annual meeting.
ARTICLE IV
OFFICES
The Association shall have and
continuously maintain in this State of
ARTICLE V
MEMBERS
Section 1. Membership Classes. Members of NCDEA are full-time and part-time employees who serve under the direction of the legally organized Conservation Districts in the United States, and those incorporated as separate corporate bodies under an Enabling Act of the laws of the United States for the Virgin Islands, Puerto Rico, Guam, and the Northern Mariana Islands,. Voting shall take place by Region, and each Region shall be represented by one delegate and each delegate shall have one vote, as a Director of the Board.
Cooperating sponsors of the Association shall
consist of any individual, company, corporation or agency interested in
supporting, either financially or through active participation, the purposes of
the Association. Cooperating sponsors
shall not be entitled to vote.
The individuals, companies, corporations
or agencies interested in obtaining membership as a cooperating sponsor shall
make application to the Board of Directors for such membership and the Board of
Directors shall act on such application at their next regular or special
meeting or such other meeting as shall be convenient for such action.
ARTICLE VI
MEETINGS
Section 1. Annual Meeting. The annual meeting of the Board of Directors
of the Association shall be held at such time and place as may be designated by
the Board of Directors of the Association.
The Annual Meeting of the Board of Directors shall be held in the first
quarter of each year to conduct the business of the Association.
Section
2. Mid-Year
Board Meeting. The mid-year board meeting of the Board of
Directors of the Association shall be held in the second quarter of each year
to conduct the business of the Association.
Section 3. Special Meetings. Special meetings of the Board of Directors
may be called at any time by the President, or by a majority of the Board of
Directors and Executive Committee combined, or upon written request of
one-third of the active voting delegates of the Association. The President shall call a special meeting
for the purpose of and within such time as shall be set forth in the written request. Notice of the special meeting shall be given
in the same manner as herein provided for regular meetings. No business may be transacted at a special
meeting other than that stated in the call.
Special meeting(s) of the Executive Committee
may be called by the President or a majority of the Executive Committee.
Conference call meetings must be
conducted in a such a way that all members participating can hear each other at
the same time.
Section 4. Place of Meeting. The place of meeting for any annual meeting, mid-year
board meeting, or special meeting will be held within the
Section 5. Notice of
Meetings. Written
or printed notice stating the place, day and hour of the 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 (10) days nor more than forty (40)
days before the date of the meeting, either personally or by mail, to each
member entitled to vote at such meeting.
Section 6. Quorum. A quorum shall consist
of a majority of the members of the Board of Directors. Three members of the Executive Committee
shall constitute a quorum for a special meeting of the Committee.
Section 7. Qualifications. The qualifications for a voting delegate to
the membership meeting of the Association shall be that they must be a District
Employee appointed by their respective region’s District governing body.
Section 8
Voting. Each voting delegate and Executive Committee
member shall be entitled to one vote on each matter submitted to a vote. Voting by proxy shall not be permitted.
ARTICLE VII
DIRECTORS
Section 1. General
Powers. The business, property
and affairs of the Association shall be managed by its Board of Directors.
Section 2. Number, Tenure. The directors of the Association shall
consist of seven (7) persons who shall hold their office for a two (2) year
term and shall be selected from within the region they represent (see Article
3, Section C). Directors from the
Northeast, North Central, and Southwest Regions shall be selected on odd
numbered years. Directors from the
Southeast, South Central, Northern Plains, and Pacific Regions shall be
selected on even numbered years. Their names and addresses shall be certified
to the Secretary two (2) weeks prior to the annual meeting. Seven (7) alternate directors shall be
selected by each Region in the same manner as directors but shall serve only in
the event of the inability or absence of the duly selected director.
Section 3. Notice. The attendance of a director at any meeting
shall constitute a waiver of notice of such meeting, except where a director
attends a meeting for the express purpose of objecting to the transaction of
any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor
the purpose of, any regular or special meeting of the Board of Directors need
be specified in the notice of such meeting.
Section 4. Quorum. The presence of a majority of the Board of
Directors constitute a quorum for the transaction of business at any meeting of
the Board of Directors, provided that if less than a majority of the directors
are present at said meeting, a majority of the directors present may adjourn
the meeting from time to time without further notice.
Section 5. Vacancies. Any vacancy occurring in the Board of
Directors must be filled by the respective region.
Article VIII
OFFICERS
Section 1. Number. The officers of the Association shall be
President, Vice President, Secretary, Treasurer, and Immediate Past President
of the National Conservation District Employees Association, Inc. No more than two (2) officers can be from the
same region.
Section 2. Election and
Qualification of Officers. The officers of the Association shall be
elected by the Board of Directors at the annual meeting . The President, Vice President, Secretary and
Treasurer need not be members of the Board of Directors. The term of President, Vice President,
Secretary and Treasurer shall be one (1) year.
Each officer may serve up to three terms in the same office. All officers shall hold their office until
their successors shall have been duly elected and qualified.
Section 3. Vacancies. A vacancy in any office (with the exception
of the office of President) because of death, resignation, removal,
disqualification, or otherwise, shall be filled by the Board of Directors for
the unexpired portion of the term.
Section 4. President. Under the authority and subject to the
direction of the Board of Directors, the President shall be the principal
executive officer of the Association and shall in general supervise and control
all of the business and affairs of the Association. The President shall perform all duties
incident to the office of President and all duties which the Board of Directors
may prescribe from time to time. The
President shall be responsible directly to the Board of Directors. The President shall carry out or cause to be
carried out all the policies of the Association.
Section 5. Vice President. In the absence of the President or in the
event of the inability or refusal to
act, the Vice President shall perform the duties of the President, and when so
acting, shall have all the powers of and be subject to all the restrictions
upon the President. The Vice President
shall perform such other duties as from time to time may be assigned by the
President or by the Board of Directors.
Section 6. Treasurer. The Treasurer shall have custody of all Association
funds and securities and shall keep in books belonging to the Association full
and accurate accounts of all receipts and disbursements and shall deposit all moneys, securities and
other valuable effects in the name of the Association in such depositories as
may be designated for that purpose by the Board of Directors. The Treasurer shall disburse the funds of the
Association as may be ordered by the Board, taking proper vouchers for such
disbursements, and shall render to the President and Directors at the regular
meetings of the Board, and whenever requested by them, an account of all
transactions as Treasurer and of the financial condition of the Association. A
monthly Financial Report shall be prepared and sent to the President, Vice
President and Secretary In
general the Treasurer shall perform all the duties incident to the office of
Treasurer and such other duties as from time to time may be assigned by the
President or by the Board of Directors.
Section 7. Secretary. The Secretary shall keep the minutes of the all
meetings in one or more books provided for that purpose; shall see that all notices are duly given in
accordance with the provisions of these By-Laws or as required by law; shall be custodian of the Association records
and of the seal of the Association and see that the seal of the Association is
affixed to all documents, the execution of which on behalf of the Association
under its seal is duly authorized in accordance with law or with the provisions
of these By-Laws. The Secretary shall
keep a register of the post office address of each member of the Board of
Directors and Executive Committee which shall be furnished to the Secretary by
such member and in general perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned by the
President or by the Board of Directors.
ARTICLE IX
COMMITTEES
Section 1. Committees. The President shall be ex-officio member of
all committees except the nominating committee.
Members of standing and special committees of this Association shall be
appointed in such numbers and for such purposes as may be deemed necessary by
the President.
Section 2. Nominating
Committee. The
Nominating Committee for the election of officers shall consist of the Immediate Past President and a minimum of
three (3) members selected from the regions by the Nominating Committee Chair. No region shall have more than one (1) member
on the committee.
ARTICLE X
COMPENSATION
The members of the Executive Committee,
Board of Directors, and committee members shall serve without compensation from
the Association but are eligible for reimbursement for pre-approved, reasonable,
specific expenses incurred associated
with the execution of their duties.
ARTICLE XI
EXECUTION OF
INSTRUMENTS
Section 1. Checks. All checks, drafts and orders for payment of
money shall be signed in the name of the Association and shall be countersigned
by such officers or agents as the Board of Directors shall from time to time
designate for that purpose.
Section 2. Contracts and
Conveyances.
When the execution of any contract, conveyance or other instrument has
been authorized without specifications of the executing officers, the
President, Vice President, Treasurer, and
the Secretary may execute the same and in the name and on behalf of the Association
and may affix the corporate seal thereto.
ARTICLE XII
SEAL
The Board of Directors shall provide a
corporate seal which shall be in the form of a circle and shall have inscribed
thereon the name of the Association and the words "Corporate Seal,
ARTICLE XIII
WAIVER OF NOTICE
Whenever any notice whatever is required
to be given under the provisions of these By-Laws or under the provisions of
the Articles of Incorporation or any statutes of the United States of America
relating to corporations not for pecuniary profit, waiver thereof in writing,
signed by the person or persons entitled to such notice, whether before or
after the time stated therein shall be deemed equivalent to the giving of such
notice.
ARTICLE XIV
AMENDMENTS
These By-Laws may be amended, repealed or
altered at any regular or special meeting of the Board of Directors of the Association
by an affirmative vote of two-thirds of the voting members present at the
meeting provided that notice of the proposed amendment is sent to each member
of the Board of Directors and Executive Committee 30 days prior to the meeting.
ARTICLE XV
FISCAL YEAR
The fiscal year
of the Association shall begin with the first day of January in each year and
end on the thirty-first day of December in each year.
ARTICLE XVI
ORDER OF BUSINESS
The proceedings of the Association shall
be conducted under and pursuant to Roberts Rules of Order.
ARTICLE XVII
REGIONS
The National Conservation District
Employees Association, Inc., shall be grouped into seven (7) Regions:
Northeast: Connecticut, Delaware, New Hampshire,
New Jersey, New York, Vermont, Maine, Massachusetts, Pennsylvania, District of
Columbia, Maryland, Rhode Island, and West Virginia
North Central:
Northern Plains:
Southeast: Alabama,
Florida, Kentucky, Mississippi, North Carolina, South Carolina, Tennessee, Virginia,
Virgin Islands, Puerto Rico, Guam, and the Northern Mariana Islands.
South Central:
Southwest:
Pacific:
ARTICLE
XVIII
INDEMNIFICATION
The Association shall indemnify any and
all of its directors or officers or former directors or officers or any person
who may have served at its request or by its election as a director or officer
of another corporation, against expenses actually and necessarily incurred by
them in connection with the defense or settlement of any action, suit or
proceeding in which they, or any of them, are made parties, or a party, by
reason of being or having been directors or a director or officer of the Association
or of such other corporation, except in relation to matters as to which any
such director or officer or former director or officer or person shall be
adjudged in such action, suit or proceeding to be liable for willful misconduct
in performance of duty and to such matters as shall be settled by agreement
predicated on existence of such liability.
The indemnification provided hereby shall
not be deemed exclusive of any other rights to which anyone seeking
indemnification may be entitled under any bylaw, agreement, vote of members or
disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office.
Approved
on: February 3, 2007
NCDEA President
Attest: