|
EAST CENTRAL COLORADO
RESOURCE CONSERVATION AND DEVELOPMENT COUNCIL
BY-LAWS
(Amended 2007)
ARTICLE I.- NAME, SERVICE AREA, AND DURATION
Section A – Name
The name of this corporation shall be he East Central Colorado Resource Conservation and Development Council, Incorporated or ECC RC&D, Inc. (herein known as the Corporation).
Section B – Service Area
The Service Area of interest shall include all of Cheyenne, Elbert, Kit Carson, Lincoln Counties and the eastern on half (1/2) of El Paso County. The total area encompasses 6,226,160 Acres.
Section C – Duration
This Corporation shall remain intact in perpetuity in support of stated Mission, Purpose, and Objectives.
ARTICLE II – MISSION, PURPOSE, OBJECTIVES
Section A – Mission Statement
To provide a continuing program to encourage enrichments of the rural lifestyle for the communities & citizens of the East Central Colorado region.
Section B – Purpose
This Corporation is organized exclusively for one or more of the purposes as specified in Section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
This Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal Income Tax under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future U.S. Internal Revenue Law or (b) by a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future U.S. Internal Revenue Law).
The purpose of the Corporation is to promote a regional association and cooperation by governments, groups, organizations, other nonprofits, individuals, agencies and other interested entities to pursue legal, ethical, and moral activities upholding the Mission and commensurate with Section 501 (c) (3) of the Internal Revenue Code.
Section C – Objectives
The guiding objectives of the Corporation are in accord with Section 102, Food and Agriculture Act of 1962, Public Law 87-703 and are as follows:
a. to promote the orderly development, improvement, conservation, and utilization of natural and human resources in the Service Area, thereby improving the quality of life and general well-being of the people of the Area; and
b. to coordinate and otherwise assist in activities (see ARTICLE II, Section B above) supporting the Corporation’s Mission.
ARTICLE III – CORPORATE OPERATIONS
Section A – Fiscal Year
The fiscal year of this Corporation shall begin the first day of October each year and end on the last day of September the following year.
Section B – The Executive Board of Directors
The Executive Board of Directors (herein known as the Board) shall be composed of two (2) members representing each county geographic area in the Service Area.
Duties of the Board shall be to carry out the business of the Corporation. In so doing, they may hire (manage) staff or contractors, appoint ad hoc committees and task forces, set the amount of Sponsorship dues and seek financial assistance in support of Corporation Mission, Purpose, and Objectives.
Each Board Director shall be elected by majority vote of Council members attending the Annual Meeting each year. Board Membership is not limited by terms. The board may remove any Director by an affirmative vote of two thirds (2/3) of all seated directors. Any Director may also be removed by a majority vote of Corporate Sponsors attending a Special Meeting or an Annual Meeting of the Corporation. A Nominating Committee for Corporate elections shall consist of Directors not holding office prior to the next Annual Meeting. Board members shall be eighteen (18) years of age or more and shall live within the boundaries of the Service Area (see ARTICLE I, Section B).
Each Officer of the Executive Board of Directors of the Corporation shall be elected by a simple majority of Board members from Board membership the first meeting after the Annual Meeting, or at the annual meeting. Officers of the Board shall be President, Vice-President, Secretary, and Treasurer.
Terms of office shall be one (1) year. Officer vacancies shall be filled by appointment by the Board until the next Annual Meeting or whenever a special meeting of the Board shall be held to fill the vacancy.
Section C – Sponsors
Sponsors of the Corporation shall consist of governments, organizations, groups, non-profit organizations, agencies, individuals, and other entities supporting the meaning and intent of the Corporate Mission, Purpose, and Objectives. Sponsors in good standing are those contributing annual dues and letters of support for the Corporation. Each Sponsor shall appoint a representative to the Corporation (and an alternate if necessary). Each Sponsor in good standing shall have one vote at the Annual or Special Meetings of the Corporation. Sponsor representatives must be identified for voting purposes. Sponsors shall be assessed annual dues as set by the Executive Board of Directors.
Section D – Meetings
All Annual, Quarterly, and Special Meetings for Corporation business purposes shall be held within the boundaries of the Service Area and shall be preceded by a Notice of Meeting at least ten days in advance of the meeting date. Exceptions to meeting locations may be made if determined to be necessary and if proper Notice of Meeting is given.
The Annual Meeting of the Corporation shall be held each year to receive the President’s Board of Directors Report on the past fiscal year activities and plans for the coming fiscal year. The meeting will be conducted by the current President, the Vice-President, or duly appointed representative. Election of Board members will be held at the Annual Meeting.
The Board will meet quarterly and more often if necessary, to carry out the business of the Corporation. A quorum will consist of a majority of seated board members.
A Special Meeting of the Board may be called by a simple majority of the Board as determined by a poll of Directors, or 1/3 of corporate sponsors in good standing.
Meetings of ad hoc committees on which less than a simple majority of Directors may sit may be hold when and where necessary to support the Mission, Purpose, and Objectives of the Corporation.
Section E – Committees
Ad hoc committees may by appointed by the Board as deemed necessary to support the Mission, Purpose, and Objectives of the Corporation. At times, volunteers may be encouraged by the Board to join committees. Persons residing within the Service Area and willing to support the intentions of the Corporation shall be eligible for Committee membership. An ad hoc committee shall have a responsibility defined by the Board. Ad hoc committees may be disbanded at the discretion of the Board. Other persons residing outside the Service Area may hold committee membership at the discretion of the Board.
Section F – Business
The Board may authorize the President or any other officer of the Board to enter into any contract or agreement on behalf of the Corporation. Such authority is confined to each specific instance.
The Board may accept, on behalf of the Corporation, any contribution, donation, gift, bequest, devise, or grant in support of the Mission, Purpose, and Objectives of the Corporation.
Section G – Staff
The Board will be responsible for providing guidance for the RC&D Coordinator supplied by USDA. Direct supervision of the Coordinator will be provided by the Natural Resources Conservation Service (NRCS).
Full or part-time staff or contractors may be hired by the Corporation with approval by the Board. The Coordinator will oversee staff or contractor work. A personnel policy with job descriptions will be developed and approved by the Board before any staff is hired.
ARTICLE IV – OFFICER DUTIES AND RESPONSIBILITIES
Section A – President
The President shall be the Executive Officer of the Corporation and shall in general supervise and control all business and affairs of the Corporation. The President shall have such powers and shall exercise such duties and responsibilities as may be required by the business of the Corporation. The President shall be an ex-officio member of all committees.
Section B – Vice-President
The Vice-President shall preside in the absence of the President and exercise the duties and responsibilities of the President as necessary to carry on business of the Corporation and perform other corporate responsibilities as necessary.
Section C – Secretary
The Secretary shall keep official records of quarterly Board and Annual Corporate meetings and other special meetings as required for business of the Corporation; see that all Notices are duly given in accordance with these By-Laws; ensure that a mailing list of Corporate Sponsors and representatives, Board, and committees is kept and made available upon request of the Board; and perform other Corporate responsibilities as necessary.
Section D – Treasurer
The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for monies due and donations payable to the Corporation from any source; deposit all such monies for the Corporation in institutions selected by the Board; and perform other corporate responsibilities as necessary.
ARTICLE V – BY-LAW AMENDMENTS
These By-Laws ma be amended at any Meeting of Corporation Sponsors by a majority of sponsors present, provided that the amendment(s) has been submitted in writing to all Sponsors at least thirty (30) days prior to the meeting.
ARTICLE VI – DISSOLUTION OF CORPORATION
Upon dissolution of the Corporation, assets shall be distributed for one of the tax-exempt purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code, or corresponding section of any future tax federal tax code, proportionally among all sponsors that have paid their annual dues at the time of dissolution. Grant monies or other monies requiring specific project completion, whether private, state, or federal, will be returned to the proper entities upon dissolution of the Corporation.
ARTICLE VII – INDEMNIFICATION
This Corporation shall indemnify any present or former volunteer or cooperator with the Corporation to the fullest extent possible against expenses, including attorney’s fees, judgments, fines, settlements and reasonable expenses, actually incurred by such person or entity relating to conduct as a volunteer or cooperator with the Corporation, except that the mandatory indemnification required by this ARTICLE shall not apply
(a) to breech of duty of loyalty to the Corporation,
(b) for acts of omissions not in good faith or which involve intentional misconduct or knowing violation of the law, or
(c) for a transaction from which such person derived an improper benefit.
ATTEST: ____Penny McPherson________________________ DATE: ____10-25-2007______
Secretary, East Central Colorado RC&D
ATTEST: ___ Gary Ensign_____________________________ DATE: ____10-25-2007______
Chairman, East Central Colorado RC&D
 | 
