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ByLaws of the PA Association of RC&D Councils, Inc.

[Adopted June 18, 1991; Amended August 22, 2002; Amended August 26, 2004]

Download PARCD's ByLaws in PDF Format

ARTICLE I

Name

The name of the organization shall be the Pennsylvania Association of Resource Conservation and Development Councils, Inc.

ARTICLE II

Purpose

We, the members of Resource Conservation and Development Councils in the Commonwealth of Pennsylvania, do hereby organize into an Association of RC&D Councils for the purpose of:

  1. Promoting support and understanding of the RC&D concept and programs at all levels of government and with the general public;
  2. Exchanging information and providing assistance among the members of the Association;
  3. Increasing the interaction of RC&D areas with organizations of similar interests;
  4. Promoting the four elements of the RC&D Program: Land Management, Land Conservation, Water Management, and Community Development.

The role of the State Association is to support activities of the nine RC&D Councils, through information exchange, training opportunities, program advocacy, project funding and promotion of local councils at the state and national level.

The Pennsylvania Association of Resource Conservation & Development Councils, Inc. is organized exclusively for charitable, religious, educational and/or scientific purposes under section 501(c)(3) of the Internal Revenue Code.

ARTICLE III

Membership & Delegates

Section 1. The members of the Association shall be the RC&D Councils within the Commonwealth of Pennsylvania.

Section 2. Each member RC&D Council shall name an official delegate and two alternate delegates to the Board of Directors.

Section 3. Each member Council who has paid the current year’s dues shall have one (1) vote to be cast by the delegate or alternate delegate. Delegation and term length should be the decision of the individual member Council.

Section 4. The Secretary of the Association shall be notified, in writing, of the names and addresses of delegates and alternates sixty (60) days prior to each Annual Meeting.

Section 5. The Board of Directors shall consist of (1) delegate from each member RC&D Council plus the Executive Committee.

ARTICLE IV

Committee and Officer Duties

Section 1. The officers shall be President, Vice-President, Secretary, and Treasurer. Other officers may be added as determined by the Board of Directors.

Section 2. The officers and a member at-large shall be elected at the Annual Meeting and be an official delegate or alternate of a member RC&D Council.

Section 3. The Executive Committee of the Pennsylvania Association of RC&D Councils shall be composed of the duly elected officers, the immediate Past-President and a Member At-Large. The At-Large Member serves as the fifth voting member of the Executive Committee. The President serves as the deciding vote in the event of a tie vote on any formal action taken by the Executive Committee. The Past-President serves as an advisor to the Committee and has no voting privileges.

Section 4. Officer Duties

(a) It is the duty of the President to:

  • Preside at all meetings;
  • Present an Annual Report to the Association at the Annual Meeting;
  • Have the authority to appoint standing and/or ad hoc committees;
  • Sign, along with one other officer, all written contracts and obligations of the Association;
  • Express written or electronic approval to the Treasurer for checks greater than $500.

(b) It is the duty of the Vice-President to:

  • Preside at meetings in the absence of the President. In the absence of both the President and Vice President, a Chairperson shall be chosen by the majority vote of those present;
  • Have authorization to sign all written contracts and obligations of the Association along with the President;
  • Express written or electronic approval to the Treasurer for checks greater than $500.

(c) It is the duty of the Secretary to:

  • Keep approved minutes of the meetings of the Association's Board of Directors and of the Executive Committee;
  • See that all notices are duly given in accordance with the provisions of these bylaws or as required by law;
  • Be responsible for keeping and filing all books, reports, statements and other records as required by law and these bylaws;
  • Maintain accurate records of delegates/alternates, meeting minutes and other documents;
  • Perform all other duties as may be assigned by the President or Board of Directors;
  • Have authorization to sign all written contracts and obligations of the Association along with the President.

(d) It is the duty of the Treasurer to:

  • Have charge and custody of and be responsible for all funds and securities of the Association;
  • Provide to the President and the Board of Directors, at each meeting, a statement of the financial condition of the Association and of all transactions of the Treasurer, and provide a full financial report at the Annual Meeting of the Association;
  • Write and sign checks to disburse funds to discharge obligations of the Association. Funds may not be drawn from the Association or its accounts for amounts greater than $500 without the expressed written or electronic approval of the President or Vice President;
  • Receive and give receipts for monies due and payable to the Association from any source;
  • Deposit all such monies in the name of the Association in such banks, trust companies, or other depositories as shall be selected by the Board of Directors;
  • File and keep up-to-date all necessary tax papers for the Association;
  • Provide the necessary records for and assist with any audit or budget presentation;
  • Send out notices to member Councils regarding dues owed by Jan 1st of each year and any delinquent dues notices after March 1st of each year;
  • Perform all other duties as may be assigned by the President or Board of Directors. The Association will cover any expenses for preparing and/or filing of reports or tax documents;
  • Have authorization to sign all written contracts and obligations of the Association along with the President.

(e) It is the duty of the Member At-Large to:

  • Serve as the fifth voting member of the Executive Committee;
  • Serve as parliamentarian during all meetings of the general membership and Executive Council.

(f) It is the duty of the immediate Past-President to:

  • Serve as an advisory, non-voting member of the Executive Committee. Section 5. The standing committees of the State Association of RC&D include:
  • Finance Committee-Responsible for developing an annual budget and providing guidance for the Treasurer. The committee shall be made up of the President, Vice President, Secretary, Treasurer, Member At- Large, and Past-President;
  • Audit Committee-Responsible for hiring and working with a contracted Auditor to perform an annual audit.
  • Nominating Committee-Responsible for nominating a Member At-Large and a slate of officers prior to the Annual Meeting.

Section 6. Officers of the Association shall be elected at each Annual Meeting, with terms beginning on January 1. Each officer shall serve a one-year term with a maximum of three consecutive terms.

Section 7. In the event of a vacancy in any office, the Executive Committee has the authority to appoint an individual to the position by majority vote. The newly-appointed officer shall serve in the position until the next election of officers held at the Annual Meeting.

Section 8. All contracts and obligations shall be authorized by a majority vote of the members.

Section 9. To the fullest extent of the laws of the Commonwealth of Pennsylvania, in effect on the date of the adoption of Section 8 or as such laws are thereafter amended, elimination or limitation of the liability of Directors shall be permitted. No Director of the Association shall be personally liable as such for monetary damages for any action taken, or any failure to take an action, as a Director. Specifically, a Director shall not be personally liable for monetary damages, unless (1) the Director has breached or failed to perform the duties of his office and (2) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. Any amendment or repeal of Section 8 or adoption of any provision of these By-laws or the Association’s Articles of Incorporation, which has the effect of increasing Director liability, shall operate prospectively only, and shall not have any effect with respect to any action taken, or failure to act, prior to the adoption of such amendment, repeal or other provision.

In performing duties, a Director may rely in good faith upon information, opinions, reports or statements, including financial statements and other financial data, prepared or presented by (i) one or more officers or employees of the Association whom the Director reasonably believes to be reliable and competent in the matters presented, or (ii) counsel, public accountants or other persons as to matters which the Director reasonably believes to be within the professional or expert competence of such person, or (iii) a committee of the Board of Directors upon which the Director does not serve, duly designated in accordance with law, as to matters within its designated authority, which committee the Director reasonably believes to merit confidence. A Director shall not be considered to be acting in good faith, however, if such Director has knowledge concerning a matter which would cause his reliance on any of the foregoing to be unwarranted.

In discharging the duties of their respective positions, the Board of Directors, committees of the Board of Directors and individual Directors may, in considering the best interests of the Association, consider the effects of any action upon employees, suppliers of the Association and communities in which offices or other establishments of the Association are located, of such person’s fiduciary standard of care. In addition, absent breach of fiduciary duty, absent lack of good faith or self-dealing, absent actions taken by a Director or any failure to take any action, shall be presumed to be in the best interest of the Association. Section 8 shall not apply to a Director’s responsibility or liability under any criminal statute or a Director’s liability for payment of taxes under any local, state, or federal law.

ARTICLE V

Finances

Section 1. An annual budget shall be prepared by the Executive Committee of the Association to be presented for adoption at the Annual Meeting. Each member Council shall be assessed dues equally to provide funds necessary to meet the budget. The Association's fiscal year ends December 31.

Section 2. Dues are payable on the first day of January each year to the Treasurer of the Association. Those who are delinquent in paying dues shall be notified, in writing, of such delinquency by March 1. If dues are not paid within thirty (30) days after notice of delinquency, the delinquent member shall be dropped from membership.

Section 3. No part of the net earnings of the organization shall inure to the benefit, 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 in the purpose clause hereof, if approved by majority vote of the

Board of Directors prior to services rendered. No substantial part of the activities of the Association shall be promoting 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.

Notwithstanding any other provision of this document, the Association shall not carry on any other activities not permitted by (a) an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code or (b) an organization, contributions to which are deductible under section 170 (c)(2) of the Internal Revenue Code.

Section 4. Upon the dissolution of the organization, assets shall be distributed evenly among all current member Council’s for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.

Section 5. The Treasurer is authorized to sign checks on behalf of the organization. Expenses in an amount above $500 require an expressed written or electronic approval from the President or Vice President as stated in Article IV, Section 4 (a), (b), and (d).

ARTICLE VI

Meetings

Section 1. The Board of Directors, Pennsylvania Association of RC&D Councils, shall hold their Annual Meeting in August or September of each year to conduct the business of the Association. All persons on the Board of Directors shall be advised of each meeting at a minimum of thirty (30) days prior to the meeting date. The President may call other meetings as necessary.

Section 2. Delegates or their alternates present from 5 of the active member councils shall constitute a quorum.

Section 3. One or more Directors may participate in a meeting of the Board of Directors by means of conference telephone or similar communications equipment by means of which are audible by all persons participating. Participation in a meeting pursuant to Section 3 shall constitute presence in person at the meeting.

Section 4. The Board of Directors may authorize members to vote by email on the election of officers or on any other matter that may be voted on by the members, provided that the email is sent to the entire Board of Directors in a single mailing and not as individual emails. The results of the vote must be reported to the members and ratified by the membership at the next meeting.

Section 5. Voting by proxy is not permitted.

ARTICLE VII

Amendments

These bylaws may be amended at the Annual Meeting. Notice of such meeting shall be sent to the membership thirty (30) days prior to the Annual Meeting and shall contain the proposed amendment and information about amending the bylaws. Two-thirds of delegates or their alternates may adopt the amendment. In the event that a majority of the members are not present at the meeting at which the bylaws are to be amended, a mail referendum may be conducted. Mail referendums must be received by the Secretary within thirty (30) days after the Annual Meeting. Adopted by resolution of the Pennsylvania Association of Resource Conservation and Development Councils on June 18, 1991. Amended at the Annual Meeting of the Association held on August 26, 2004.