Soil and Water Conservation Society
BYLAWS
Revised 2002
ARTICLE I - Name
Section 1. Name. The name of the Society (which is incorporated under the laws of the District of Columbia, USA, a nonprofit corporation) shall be SOIL AND WATER CONSERVATION SOCIETY, INCORPORATED, hereafter referred to as the Society.
ARTICLE II - Purposes and Objectives
Section 1. Purpose. The Society is organized for educational, scientific, and charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. The mission of the Society is to foster the science and art of natural resource conservation by carrying out activities and programs in professional development, conservation science, education, and public affairs.
ARTICLE III - Members
Section 1. Qualifications for Membership. Members shall be individuals, businesses, groups, or organizations who, with respect to the conservation, protection, enhancement and wise use of soil, water and related natural resources are or have been engaged in; (a) practicing or teaching, (b) conducting research, providing technical assistance, supplying information or educational work, (c) administering activities, or (d) pursuing a personal interest.
Section 2. Voting Rights. Individual members and life members, with the exception of Student Members, shall have the right to vote upon any proposition or in any election of at-large or regional directors, except in meetings of the House of Delegates, in which only Chapter delegates may vote. Student Members shall have the right to vote for the Student Director.
Section 3. Individual Members. Individual membership categories, titles for each category, dues, voting rights, and other benefits will be established by the Board of Directors (hereafter referred to as “Board”).
Section 4. Business/Organization Members. Categories, dues, and related benefits will be established by the Board. Business/Organization Members shall have no voting rights.
Section 5. Life Members. Life members shall be those individuals who have been members ten consecutive years who desire to pay a final amount prescribed by the Board to become lifetime members of the Society.
Section 6. Fellows. (a) Fellows shall be selected from members who have (i) performed exceptionally outstanding service in carrying out the objectives of the Society, (ii) achieved outstanding recognition as leaders in directive or individual work related to the objectives of the Society, (iii) a well-known record and reputation among the membership, (iv) had a membership in the Society for a minimum of ten years, and (v) made a significant contribution to the Society through activities carried out in behalf of Society. (b) Nomination for the grade of fellow shall be made according to criteria and nominating procedures set forth by the Board. Election to the grade of fellow shall be by affirmative vote of at least three-fourths of the Board, except that a Board member who is a nominee shall not vote on his or her own election. A suitable certificate of recognition shall be presented to each newly elected fellow. Fellow status can be lost upon failure to pay dues.
Section7. Honorary Members. Honorary members shall be those individuals elected for this honor by the membership.
Section 8. Termination of Membership. Membership may be terminated by voluntary resignation, by failure to pay dues or by two-thirds vote of the Board. Termination of membership for reasons other than voluntary resignation or nonpayment of dues shall be preceded by 30 days notification before action is taken against the members whose membership is in jeopardy so that such member shall have an opportunity to defend himself or herself against accusations made or pending against him or her.
Section 9. Qualification of Applicants. Except as otherwise provided in these bylaws, the executive director shall determine the qualification of all applicants for membership but may refer any doubtful question in respect thereto to the Board. In case of an adverse ruling by the executive director upon an application, the applicant may appeal to the Board, whose decision shall be final.
ARTICLE IV - Society Meetings
Sections 1. Society Meetings. The annual meeting of the Society shall be held in a place and at time to be determined by the Board. Notice of the annual meetings shall be provided to the membership at least three months in advance in a manner determined by the Board.
ARTICLE V - Board of Directors
Section 1. Board of Directors. The Society shall have a governing body known as the Board of Directors, consisting of one director elected from each of the regions as described in Sections 2 and 3; three directors elected at-large by all Society members; one director elected by all student members; and the Executive Director, serving ex-officio as a non-voting member. Each director shall be an individual or life member of the Society at the time of election and for the duration of the term of office.
Section 2. Regions. (a) The present regions established for election of Regional Directors are: (1) Northeastern Region, comprising the state of Maine, New Hampshire, Vermont, Massachusetts, Rhode Island, New York, Connecticut, Pennsylvania, New Jersey, Delaware, Maryland, and District of Columbia; (2) Southeastern Region, comprising the states of Virginia, North Carolina, South Carolina, Georgia, Florida, the Commonwealth of Puerto Rico, and the Virgin Islands; (3) South Central Region, comprising the states of Alabama, Mississippi, Louisiana, Arkansas, Tennessee, and Kentucky; (4) East North Central Region, comprising the states of Indiana, Michigan, Ohio, and West Virginia; (5) West North Central Region, comprising the states of Illinois, Wisconsin, Iowa, Minnesota, and Missouri; (6) Northern Plains Region, comprising the states of North Dakota, South Dakota, Nebraska, Colorado, Wyoming, and Montana; (7) Southwestern Region, comprising the states of Kansas, Oklahoma, Texas, New Mexico and the Republic of Mexico; (8) Western Region, comprising the states of Arizona, California, Idaho, Nevada, Oregon, Utah, Washington, Alaska, Hawaii, and the Territory of Guam and other US territories in the Pacific; (9) Canadian Region, comprising all of Canada. (b) The Board may alter regional boundaries from time to time, when requested to do so by the House of Delegates or by an individual chapter or council of chapters that wishes to be placed in a different region. In acting on a request for change in regional boundaries, the Board shall consider factors including (i) national boundaries, (ii) eco-region boundaries, (iii) compactness of the region, and (iv) relative size of the membership among regions. Chapters affected by a proposed change in regional boundaries shall be afforded an opportunity to be heard before final action is taken by the Board.
Section 3. Directors. (a) Regional and At-large Directors shall be elected for 3-year terms, except as stated herein. The terms of office for elected Directors shall begin immediately following the Society’s annual meeting after the election. The Regional Director elections shall be so arranged that regions 2, 4, and 6 shall elect the Directors in the same year; regions 1, 5, and 8 the following year; and regions 3, 7, and 9 the next year. One At-large Director shall be elected each year. In case of a regional or at large vacancy, a Director shall be elected at the next regular election to fill the balance of the unexpired term. The term of the student Director shall be for one year. No Director shall serve more than two consecutive terms. (b) Any questions regarding the election or term of any Director not covered by these bylaws shall be determined by the Board.
(c) Regional Directors shall represent the interests of all members of the Society, with specific responsibilities to the members and chapters within their respective regions as required by the Board. (d) At large Directors should assure that the Board represents public policy, advocacy, natural resource knowledge, and maintains contact with federal, state, and provincial agencies, other societies, environmental, agricultural, conservation and other groups. (e) The Student Director shall represent the interest of all members with specific responsibilities to student members and student chapters on affairs of the Society. He or she shall carry out the responsibilities required by the Board.
Section 4. Nomination and Election Procedure. (a) The President shall appoint a Nominations Committee of ten members, consisting of a chairperson and one member from each of the Society’s nine regions. The regional members of the committee shall serve three-year terms in the same sequence as Regional Directors. The chairperson of the Nominations Committee will be appointed annually. The President’s candidates for appointment to the Nominations Committee shall be approved by a vote of the Board.
(b) The Nominations Committee shall nominate and submit to the Executive Director a list of candidates whom the committee deems meets the qualifications for Board membership and who have consented to have their names appear on the ballot, including at least one candidate for each position to be filled.
(c) The Nominations Committee shall accept recommendations from Society members and chapters for nominees, as specified in this Article and Section.
(d) Recommendations for nominees may be made and presented to the Nominations Committee (1) if adopted by a chapter at a regular meeting, at a special meeting called for such purpose, or by the Executive Committee of the chapter if authorized to do so at a regular chapter meeting; (2) if adopted by a state council of chapters at a regular meeting, at a special meeting called for such purpose, or by the Executive Committee of the state council of chapters if authorized to do so at a regular state council of chapters meeting; or (3) if signed by 20 or more voting members of the Society. All recommendations for nominations, in order to be considered, must reach the Nominations Committee by the date established by the Board. (e) The number of candidates on the ballot presented to the membership within a region for voting for a Regional Director shall not exceed the number of states, provinces, territories, or combination thereof in the region for which the Director is to be elected. Not more than one candidate from a chapter may be on the ballot for this position. The nominating committee is to (1) Ensure a slate of candidates to assure that the Board represents the membership in terms of gender, race, employment interests, geography, etc. (2) Ensure a slate of candidates that assures a Board that has members knowledgeable in public policy, advocacy, natural resources issues, and that has contacts with national agencies, state/provincial government, other Societies, environmental, agricultural, conservation and other groups. (f) The annual election shall be by ballot as hereinafter provided. (g) At least 30 days prior to the election date, the Executive Director shall provide notice thereof to each voting member of the Society who is in good standing, together with instructions for voting and a ballot containing a list of all candidates certified by the Nominations Committee.
Section 5. Election Committee. (a) An Elections Committee shall be composed of at least four Society members (excluding staff and Directors) who shall be confirmed by the Executive Committee and who shall agree, upon appointment by the President, to count ballots at the headquarters office on a date previously designated by the Board. The committee chair shall be confirmed by the Executive Committee and appointed by the President. (b) The Executive Director shall receive and safeguard the ballots as stipulated by Board policy.
(c) Within five office working days after the date specified to receive ballots, the Executive Director shall deliver, unopened, to the chair of the Elections Committee, all official ballot envelopes received from qualified voters, with certification to that effect, at which time the Election committee shall meet and count the ballots. (d) The Election Committee shall perform their duties and responsibilities and document the results of their count as stipulated by Board policy. (e) The candidate receiving the greatest number of votes for each position shall be elected to that position. In case of a tie vote for a position in any election, the Board shall determine who shall be certified to that position by the drawing of straws. (f) The Elections Committee shall certify the results of the election to the President and shall deliver the ballots and an attested copy of each certification to the Executive Director, who shall hold the same available for inspection by any member for six months thereafter, whereupon the ballots may be destroyed. (g) Announcement of the results of the election shall be made by the President at the annual meeting and through publication in the official organ of the society. (h) The Board may adopt policy to cover future procedural details of elections to govern items not specified herein.
Section 6. Duties of the Board. The Board shall (1) control and manage the affairs and funds of the Society; (2) fill, until the next annual election, any vacancy occurring in the membership of the Board; (3) employ an Executive Director; (4) recommend to the Society membership the adoption of amendments to or revisions of the bylaws; (5) identify important soil, water, and related natural resource issues to be addressed by the Society; and (6) perform such other duties as may be prescribed in the bylaws. A majority of the voting Directors shall be required for a quorum for the transaction of business and, except as may be otherwise specifically provided in the bylaws, a majority vote of quorum of the board voting on any matter within the scope of the authority of the Board shall be required for its determination.
Section 7. Meetings of the Board. Meetings of the Board may be called by the President or by a majority of the voting Directors. At least 10 but no more than 50 days notice of the date and place of each meeting and the general nature of the business to be acted upon shall be given to all Directors.
Section 8. Executive Committee. An Executive Committee consisting of the President, Vice President, Treasurer, and Secretary shall conduct routine and emergency business as directed by the Board. A majority of the Executive Committee shall be required for the transaction of any business. In actions by the Executive Committee each member named in this section shall have an equal vote.
Section 9. Committees and Task Forces. Except as otherwise provided in these Bylaws, standing or temporary committees and issue/problem-oriented task forces may be established by the Board for any purpose within the scope of the objective of the Society. Special temporary committees may be established by the President for like purposes not otherwise provided for. The President shall appoint the members of all committees and task forces, except as otherwise directed by these Bylaws or by the Board. All committees and task forces shall report on their activities as directed by the creating authority.
Section 10. Finance committee. A Finance Committee, including but not limited to the Treasurer and Executive Director, shall be appointed by the President to advise the Board and the officers regarding the annual budget, the handling of the Society’s funds and investments, and any other business matters of the Society.
ARTICLE VI - Officers
Section 1. Principal Officers. The principal officers of the Society shall be the President, Vice President, Treasurer, and Secretary, each of whom shall be an individual member.
Section 2. Term of Office. The term of office of elected and appointed officers shall commence immediately following the Society’s annual meeting after their election or appointment and continue until immediately following the next annual meeting, except as provided in Sections 4 and 5 of this article.
Section 3. Assumption of Office and Election. The President, Vice President, Secretary and Treasurer shall be elected by the Board from among Directors at the next regularly scheduled Board meeting following the Society’s election of Directors. In case of a tie vote in any election, the Board shall determine who shall fill the position by the drawing of straws.
Section 4. Executive Director. The Executive Director shall be appointed by the Board, and shall serve at the pleasure of the Board.
Section 5. Term of Office. Each officer, except the Executive Director, shall serve a one-year term which will begin immediately following the Society’s annual meeting and serve until his or her successor has been elected, appointed or assumed office and has qualified. Officers may succeed themselves, if so elected, appointed or having assumed office.
Section 6. Duties of the President. The President shall preside at meetings of the Society, the Board, and Executive Committee; shall appoint all committees, unless otherwise directed by the bylaws of the Board; and shall perform all other duties incident to his or her office.
Section 7. Duties of the Vice President. The Vice President assumes all duties and responsibility of the President in his or her absence.
Section 8. Duties of the Treasurer. The Treasurer shall ensure that accurate financial accounts of the Society are kept, and that the financial accounts are audited at the close of each fiscal year and at other times as directed by the Board.
Section 9. Duties of the Secretary. The Secretary shall ensure that accurate records are kept at the meetings of the Board of Directors and ensures that correspondence is carried out as directed by the Board.
Section 10. Succession. In the event of the absence or disability of the President, the Vice President shall serve in the capacity of the President. In the event of the absence or disability of the Vice President, the line of succession shall be to the Secretary followed by the Treasurer.
Section 11. Duties of the Executive Director. The Executive Director shall be the executive officer of the Society under the general direction and control of the Board. He or she shall have full employment authority within a Board approved staffing plan, authority to disperse funds within Board limitations, and enter into contracts and agreements within the parameters prescribed by the Board. He or she shall issue notices of all meetings of the Society and of the Board; countersign all deeds, leases and conveyances, and/or other official documents executed by and on behalf of the Society affix the seal of the Society thereto when appropriate; keep such other papers as shall be required or directed to be sealed; keep a record of the proceedings of the Board; keep safely and systematically all books, papers, records, and documents belonging to the Society or in any way pertaining to the business thereof; and perform all other duties incident to the office of Executive Director.
Section 12. Report of Officers. The President, Executive Director and Treasurer shall report to the Society at the annual meeting regarding their respective activities and the affairs of the Society with which they were concerned during the preceding year. The report shall cover the fiscal year ending March 31 and such future time as may be practicable.
ARTICLE VII - Dues and Finances
Section 1. Dues. The annual dues of each category of membership shall be determined by the Board based on the needs of the Society.
Section 2. Dues Payable Dates. Dues shall be payable annually in advance of the member’s declared anniversary date. Any member in arrears shall be delinquent and shall forfeit all privileges of membership until his or her dues are paid.
Section 3. Finances. (a) No part of the net earnings of the Society shall inure to the benefit of, or be distributable to, its members, directors, officers, or other private persons, except that the Society shall be authorized and empowered to pay reasonable compensation for service rendered and to make payments and distributions in furtherance of the purpose set forth in Article II hereof. Notwithstanding any other provision of these articles, the Society shall not carry on any other activities not permitted to be carried on (1) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) or (2) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).
(b) No compensation shall be paid to any elected officer or Board member.
(c) Board members, committee members, and other representative of the Society may, if expressly authorized by the Board, be reimbursed for actual expenses incurred in attending meetings or transacting Society business.
Section 4. Fiscal Year. The fiscal year of the Society shall be from April 1 through March 31 of the following year. Prior to the beginning of each fiscal year, the Executive Director, working with the Finance committee, shall prepare and submit to the Board an itemized budget for the coming year. Upon approval of the budget by the Board, the Executive Director may make expenditures within the provisions and limitations of the budget as approved or amended by the Board without future authorization. Otherwise, no expenditures shall be made without express authorization from the Board. The Board may amend the budget at any time.
Section 5. Gifts. The Society may receive gifts, bequests, donations, grants, or funds for any purpose within the scope of its objectives.
ARTICLE VIII - Chapters, Student Chapters and State Council of Chapters
Section 1. Chapters. A chapter of the Society may be authorized by the Board upon written petition of 10 or more members. The officers of each chapter shall include a president, a president-elect, a secretary and such other officers as the chapter may deem necessary. Each officer of a chapter shall be a dues-paid member of the Society.
Section 2. Student Chapter. A student chapter of the Society may be authorized by the Board upon written petition of 10 or more student members. Four or more student members may organize a student branch to be affiliated with a regular chapter.
Section 3. Council of Chapters. A council of chapters may be authorized by the Board in any state province, or territory in which more than one chapter exists. A council may be authorized upon receipt of written resolutions from a majority of the chapters in any state, province or territory. The officers of each such council of chapters shall include a president, a president-elect, a secretary, and such officers as the council may deem necessary. Any such council of chapters may serve as a coordinating and promotion body for the chapters it represents, but shall not limit the rights of the chapters or their access to the Society’s Board.
Section 4. Bylaws and Debts of Affiliates. Any chapter, student chapter or council of chapters may, subject to the approval of the Board, adopt such bylaws as it may find expedient, provided that no part thereof shall conflict with the articles of incorporation or the bylaws of the Society. Since the Board and the Society bear the burden and liability for maintenance and integrity of the Society, the support of educational programs, and for promotion of the Society, the Board explicitly reserves the right to establish all membership classifications. No chapter bylaws may provide for chapter membership privileges of voting and holding office in the chapter by any person who is not a member of the Society. The Society shall not be responsible for the debts or obligations of any chapter, student chapter or council of chapters.
Section 5. Meeting of Affiliates. Each chapter, student chapter and council of chapters must hold at least one meeting each year to retain its authorization and chapter.
Section 6. Termination of Existence of Affiliates. The Board may rescind the authorization and terminate the existence of any chapter, student chapter or council of chapters. Any chapter or student chapter that fails for two successive years to maintain a minimum of ten members in good standing in the Society may, at the discretion of the Board, be required to forfeit its title and rights under these bylaws. Any council of chapters that fails for two successive years to maintain participation of 50 percent of the chapters within the geographic boundary of such council of chapters may, at the discretion of the Board, be required to forfeit its title and rights under these bylaws.
Section 7. Geographical Area. Every application for a chapter or council of chapters charter shall include a description of the geographical area proposed to be served. In case of a conflict over territory between the applicants for a new charter and an existing chapter or council of chapters, the Executive Director shall notify the parties concerned and allow them an opportunity to determine the boundaries in dispute by mutual agreement, subject to the approval of the Board. Failing such determination, the Board shall determine the boundaries.
Section 8. Chapter Affiliation. A Society member residing within one of the regions described in Article V, Section 2 must affiliate with a chapter or council of chapters. This may be outside the geographical area in which he or she lives if the member so chooses.
Section 9. Meeting Attendance. Any individual Society member may attend the meetings of any chapter or council of chapters, but may vote only in the one(s) to which he or she is affiliated.
Section 10. Change of Membership. An individual member may change his or her membership from one chapter or council of chapters to another by notifying the Executive Director and the president of the affected chapter or council of chapters.
ARTICLE IX - House of Delegates
Section 1. Advisory Body. The Society shall have an advisory body known as the House of Delegates. The House shall consist of one official delegate from each chapter with 10 or more members. If an official delegate is absent, his or her designee may serve.
Section 2. Purpose. The purpose of the House of Delegates is to advise the Board on natural resource issues and to advise the Board on matters affecting chapters.
Section 3. Selection and Qualification. (a) A chapter may select its delegate and alternate delegate by (1) action of its governing body or (2) by vote of its member during its annual election of officers or its annual business meeting.
(b) A chapter must submit the name of its official delegate and one alternate to the Executive Director at least 60 days prior to the annual meeting. (c) The Board may prescribe additional qualifications of official delegates.
