BYLAWS OF MISSISSIPPI ASSOCIATION OF CONSERVATION DISTRICTS, INC.
NAME, SEAL, AND OFFICERS
- The name of this corporation is Mississippi Association of Conservation Districts, Inc.
- The seal of the corporation shall be in such form and bear such inscription as determined by the Board of Directors. The Board of Directors may change the form of the seal or inscription therein at its pleasure.
- The domicile of the corporation shall be 980 Monroe Street, Suite B, Jackson, Mississippi. The corporation may also have offices at such other places as the purposes of the corporation may require.
OBJECTIVES, PURPOSES, ACTIVITIES AND
DISPOSITION OF ASSETS ON DISSOLUTION
2.1 Object. This corporation has been organized and shall be operated exclusively as a nonprofit corporation, and no shares of stock shall be issued.
2.2 Purposes. The purposes of the corporation are:
- To promote soil and water conservation by educating the public as to the wise and efficient management of land and water resources, by working closely with public and private groups in the conservation and appropriate beneficial use and development of soil and water resources, by seeking public participation and concern for the conservation and wise use of land and water resources, by making the problems, needs and methods for soil and water conservation known to the public, and by generally focusing attention on the needs and benefits of soil and water conservation and management.
- To promote civic improvement and social welfare by doing whatever actions are necessary to improve the effective management and conservation of the soil and water resources in Mississippi.
- To establish and maintain necessary relations with other organizations, individuals or groups in order to bring optimum benefits to the people of Mississippi and the United States of America by reason of the existence of this corporation.
- To accept, buy, sell, own, hold, lease, operate, mortgage, insure, pledge, assign, transfer, or otherwise receive or dispose of real and personal property, provided, however, that any activity authorized by this provision shall not be engaged in any manner that would jeopardize the federal income tax exemption of this corporation granted pursuant to Section 501(a) of the Internal Revenue Code of 1954, as now in force or as afterwards amended.
- To sue or be sued, complain and defend its corporate name.
- To elect officers, appoint agents and define their duties, to make and alter bylaws, not contrary to law or to this charter, governing the affairs of the corporation and the qualifications for membership.
- Notwithstanding any other provisions of these articles, these purposes are limited to those described in Section 501(c)(3) of the Internal Revenue Code of 1954, as amended, (or the corresponding provision of any future United States Internal Revenue Law.
2.3 Prohibited Activities. Notwithstanding any other provision of the articles of incorporation, the corporation shall not carry on any other activities not permitted (a) by a corporation 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 corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or corresponding provision of any future United States Internal Revenue Law). Additionally, no part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, any member, director or officer of the corporation or any private individual (except that reasonable compensation may be paid for services rendered to or for the corporation in furtherance of one or more of its exempt purposes). Furthermore, no substantial part of the operations of the corporation’s activities shall be carrying on propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office.
2.4 Disposition of Assets on Dissolution. Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of such corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 502(c)(3) of the Internal Revenue Code of 1954, as amended (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall
be disposed of by the Chancery Court of the county in which the principal office of the corporation is the 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.
3.1 Eligibility. In order to ensure state-wide representation, membership in the corporation shall be open to each of the soil and water conservation districts in Mississippi created under The Mississippi Soil and Water Conservation District Act, and each district may become a member by paying the dues as set each year by the Board of Directors. Voting on corporation matters shall be handled by each commissioner of the member districts having one vote at all regular and special meetings of the corporate membership. Annual membership shall begin on January 1 of each year and shall expire on December 31 of that same year.
3.2 Dues. Each member of the corporation shall be assessed annual membership dues prior to the beginning of each calendar year for the support of the corporation. These dues shall be established by the Board of Directors, and all dues shall be payable on January 1 of each year, with a member being considered delinquent unless dues have been paid prior to March 31 of each year.
3.3 Contributors. All persons and entities, whether an individual, corporation, club, public agency, or other organization, who are interested in the corporations purposes and activities may contribute to the corporation’s financial needs, and each contributor shall be entitled to take part in all activities of the corporation but shall not be considered a member for purposes of voting on corporate matters. Contributors shall be divided into two classes, affiliate contributors and associate contributors, and the Board of Directors shall determine the distinction between these two classes. Members of the corporation may conduct contribution drives to receive affiliate and associate contributions on behalf of the association, and the Board of Directors, at its discretion, may designate a portion of such contributions to remain with the members for their local activities.
3.4 Advisors. The Board of Directors may select advisors for the corporation, such as commissioners and deputy commissioners of the member Soil and Water Conservation Districts, and these advisors may participate in the affairs of the corporation and serve on state and area standing or special committees as shall be determined by the Board of Directors.
4.1 State Officers. The corporation shall have certain state and area officers. The state officers shall include the president, a first and second vice president, and a secretary treasurer. The president and first and second vice presidents shall be representatives of members of the corporation and shall be elected by the members of the corporation at the annual meeting. The president and first and second vice presidents shall each come from a different area of the state as defined in Section 4.2 below. The secretary- treasurer shall be elected by the membership at its annual meeting; however, the secretary-treasurer need not be a commissioner or a representative of a member of the corporation.
4.2 Area Officers. The corporation shall also have certain area vice presidents, and there shall be one area vice president from each area of MACD. Each area vice president shall be elected annually by the corporate membership in his, or her, area and shall remain in office until the next annual meeting of the corporation. The areas of MACD are defined as: North (to include the counties of Alcorn, Benton, Calhoun, Carroll, Chickasaw, Clay, DeSoto, Grenada, Itawamba, Lafayette, Lee, Marshall, Monroe, Montgomery, Panola, Pontotoc, Prentiss, Tallahatchie, Tate, Tippah, Tishomingo, Union, Webster and Yalobusha); Central (to include the counties of Attala, Choctaw, Claiborne, Clarke, Copiah, Hinds, Jasper, Kemper, Lauderdale, Leake, Lowndes, Madison, Neshoba, Newton, Noxubee, Oktibbeha, Rankin, Scott, Simpson, Smith and Winston); South (to include the counties of Adams, Amite, Covington, Forrest, Franklin, George, Harrison, Hancock, Jackson, Jefferson, Jefferson Davis, Jones, Lamar, Lawrence, Lincoln, Marion, Pearl River, Perry, Pike, Stone, Walthall, Wayne and Wilkinson; Delta (to include the counties of Bolivar, Coahoma, Holmes, Humphreys, Issaquena, Leflore, Quitman, Sharkey, Sunflower, Tunica, Warren, Washington and Yazoo).
4.3 Terms of Office. All elected officers shall serve one-year terms and shall be eligible to succeed themselves. Officers elected at the annual meeting or appointed by the Board of Directors shall assume their duties immediately following the meeting at which they were elected or appointed and, regardless of when elected, all area officers shall take office at the same time the state-wide officers assume their positions.
4.4 Vacancies. In case of a vacancy in the office of the president, the first vice president shall become president for the unexpired term, and the second vice president shall become first vice president. In case of a vacancy in any of the other offices, the Board of Directors shall appoint a successor to fill the unexpired term upon recommendation from the Nominating Committee.
- The President shall:
- Preside at all meetings of the Executive Committee, Board of Directors and all other meetings of the corporation.
- Represent the corporation at all times unless another representative is designated by the President.
- Prepare a brief annual report for presentation at the annual meeting.
- Appoint all standing committee chairman.
- Prepare a written agenda for all meetings.
- Serve as an ex-officio member of all committees except the Nominating Committee.
- Be the principal executive officer of the corporation.
- Have authority with the Secretary-Treasurer to sign and execute all authorized bonds, mortgages, contracts, checks, notes or other obligations in the name of and on behalf of the corporation except in cases where the signing and execution thereof shall be expressly otherwise delegated by the Board of Directors or Bylaws.
- The First and Second Vice Presidents shall have the following duties:
- The First Vice President shall preside at any meeting at which the President is not present or when requested by the President to preside, and the Second Vice President shall serve in the absence of the First Vice President.
- The First and Second Vice Presidents shall perform such other duties as may be assigned by the Executive Committee and/or the Board of Directors.
- The Secretary-Treasurer shall:
- Send written notices of all meetings to appropriate members.
- Be responsible for having the minutes at all meetings recorded.
- Have a copy of the minutes to each member of the Board of Directors before the next regularly scheduled meeting of the Board.
- Keep a permanent file of all minutes, important correspondence and other properties of the corporation.
- File with the Mississippi Soil and Water Conservation Commission copies of the corporation’s minutes and other important organizational materials as requested by the Board of Directors.
- Prepare a written report for presentation at the annual meeting.
- Be responsible for all receipts and disbursements of the corporation.
- Maintain a checking account of corporation funds.
- Prepare quarterly financial statements indicating the corporation’s receipts and disbursements.
- Perform such other duties as may be required by the Executive Committee and/or the Board of Directors.
- Each Regional Vice President shall:
- Be responsible for administering the affairs of the corporation in his, or her, designated region.
- Shall hold at least one official meeting of the membership in his, or her, area each year, which meeting may be held in conjunction with the annual membership meeting.
- May select from the members in his region certain committees to assist him in performing his duties.
- Perform such other duties as may be required by the Executive Committee and/or the Board of Directors.
5.1 Composition. The Executive Committee shall consist of the corporation’s elected state and area officers and the corporation’s immediate past president. Others needed for counsel may be invited to attend meetings of the Executive Committee but without voting privileges.
5.2 Meetings. Meetings of the Executive Committee shall be called by the President.
5.3 Responsibilities. The Executive Committee shall transact the business of the corporation between meetings of the Board of Directors. Action taken by the Executive Committee is subject to review by the Board of Directors.
5.4 Quorum. A quorum shall consist of a majority of the Executive Committee membership.
BOARD OF DIRECTORS
6.1 Composition. The Board of Directors shall consist of the elected state and area officers of the corporations, the immediate past president of the corporation, and the area directors to be selected using the following formula; each area of MACD shall be entitled to one director for each four counties contained in the area and one director for any group of remaining counties less than four. In addition, there shall be one director at large position that will be held by any soil and water conservation district commissioner in Mississippi who serves as a director or officer of the National Association of Conservation Districts (NACD). In the event that there is no soil and water conservation district commissioner in Mississippi serving as a director or officer of NACD, the director at large position will be vacant.
6.2 Powers. The management of the corporation shall be vested in the Board of Directors. Their powers shall include, but not be limited to, the following:
- To define and establish the policies and procedures of the corporation.
- To review, approve, and, if needed, to revise annual or other budgets for the expenditures of the corporation, and to authorize expenditures, seek and accept contributions, authorize contracts or employment in the name of the corporation.
- To provide for the development, issuance, and distribution of the corporation’s publications.
- To appoint the corporation’s representative to the National Association of Conservation Districts and the corporation’s representative to any other organizations which the corporation wishes to join.
- To formulate and direct the carrying out of plans and programs to achieve the purposes of the corporation.
- To select the time, date and site of the annual meeting of the corporation.
- To establish and define the functions of the standing committees of the corporation.
6.3 Terms of Office. Each elected member of the Board of Directors shall serve a term of one (1) year.
6.4 Meetings. There shall be a minimum of one board meeting a year, which shall be held in conjunction with the required membership meeting. Additionally, any special Board meeting may be called at any time upon the written request of any two board members.
6.5 Notice. A minimum of seven days’ notice shall be given for any board meeting.
6.6 Quorum. A quorum shall consist of a majority of the Board membership.
6.7 Guests. Guests may be invited to attend Board meetings but shall not be entitled to vote.
6.8 Vacancies. Any vacancy among the Directors by reason of death, resignation or inability to act, or any other circumstances, shall be filled for the unexpired portion of the term, upon nomination of candidates by the Nominating Committee, by the Board of Directors at any meeting of the Board. If any vacancy among the Directors shall occur for any reason between meetings of the Board of Directors, upon nomination of candidates by the Executive Committee, a majority of all members entitled to vote may, without meeting as a group, fill such vacancy by written ballots signed by them and delivered by mail or otherwise to the Secretary-Treasurer. Such nominees, who shall receive the written votes of at least a majority of the members who cast ballots, shall be elected for the unexpired portion of their term of the vacancy. No person shall be chosen to fill a vacancy on the Board of Directors who is at that time ineligible for election as a Director.
7.1 Standing Committees. In addition to such other committees as the President, Board of Directors or the Executive Committee may from time to time authorize or appoint, there shall be the following standing committees:
Each Area Vice President shall select one member from his area to be a member of each standing committee. The president of the corporation shall designate the chairman of the standing committee and shall provide the committee chairman with a list of the members of his committee.
The President shall be an ex-officio member of all standing committees, except the Nominating Committee, and of all the committees created by the President, Board of Directors or the Executive Committee.
The President, Board of Directors or the Executive Committee from time to time may create such other committees, with such membership, powers and duties as may be deemed necessary or advisable in conducting the business, activities and affairs of the corporation, and may elect the members thereof. Members of such committees may be, but need not be, directors, members, or officers of the corporation.
7.2 Terms of Office and Procedures of Committees.
All committee members shall hold office from the date of their election or appointment until the next annual meeting of the membership, and until their successors are elected and qualified.
A majority of the members of each committee shall constitute a quorum and the act of a majority of a quorum present at the meeting shall constitute the act of such committee, except that in the case of the Nominating Committee only the act of the majority of the entire committee shall constitute the act of such committee. Meetings of each committee may be called by its Chairman or by the President on five days’ notice. Any two members of any committee may call a meeting of such committee upon fourteen days written notice by certified mail. The Executive Committee shall cause minutes to be kept of its meetings, which minutes shall be submitted to the Board of Directors at its next succeeding meeting.
The Nominating Committee shall present to all members a list of the candidates for offices at or prior to annual meetings. Nominations may be made from the floor by members at the annual meeting, providing the nominee is a member and has consented to serve if elected.
8.1 Membership Meeting. There shall be an Annual meeting of the corporation to be held at a time, place and site to be decided by the Board of Directors. All elections of state- wide officers for the corporation shall be conducted at this meeting.
8.2 Notice. Notice of the Annual Meeting and all other meetings of the members shall be given to the members at least seven days prior to the date of such meetings.
8.3 Quorum. A quorum shall constitute the presence, either in person or by proxy, of one- tenth (1/10) of the members of the corporation.
8.4 Proxy Voting. At any meetings, a member of the corporation may cast his vote by proxy. To be effective, the proxy must be executed in writing by the member or his duly authorized attorney-in-fact. No proxy shall be valid for more than eleven months after the date of its execution.
8.5 Authority. Robert’s Rules of Order (Latest Revision) shall govern the meetings of the members, the Directors, and the Committees of this corporation in all cases to which they are applicable and in which they are not inconsistent with these Bylaws.
8.6 Amendments. At any meeting of the Board of Directors of the corporation at which at least a majority of the Board members are present, these Bylaws may be altered, amended or repealed by a two-thirds (2/3) majority vote of the Board members present and voting at the meeting, provided the notice of the meeting sets forth the proposed alteration, amendment, or repeal. Notice of such meeting shall be served personally, or by mail, on all Board members not less than seven days before such meeting. Changes in the Bylaws may be proposed by recommendation of the Board of Directors or the Executive Committee, or upon recommendation in writing of any three members of the Board of Directors.
8.7 Indemnification. The corporation shall indemnify each present and future director and officer against all expenses reasonably incurred by him in connection with, or arising out of, any action, suit or proceeding in which he is made a party by reason of being, or having been, such director or officer, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be guilty of bad faith, gross negligence or reckless disregard of his duties as such officer or director.
9.1 The Auxiliary – There is hereby established as an affiliated organization, the Auxiliary to the Mississippi Association of Conservation Districts, Inc. The official abbreviation of its name shall be the MACD Auxiliary.
9.2 The MACD Auxiliary shall be a non-profit, non-partisan organization formed for the specific purpose of assisting the Mississippi Association of Conservation Districts, Inc. achieve its stated objectives.
9.3 The objective of this affiliation is to provide a basis for the effective utilization of the skills and energies of the members of the MACD Auxiliary in support of the purposes and activities of the Association. To this end, the MACD Auxiliary may engage in such activities as will further the purposes, policies and activities of this Association.
9.4 The Mississippi Conservation District Employees Association – There is hereby established as an affiliated organization, the Mississippi Conservation District Employees Association, Inc. The official abbreviation of its name shall be MCDEA.
9.5 The MCDEA shall be a non-profit, non-partisan, organization formed for the purpose of assisting in the development, strengthening and promotion of Conservation District Programs in Mississippi.
9.6 The objective of this affiliation is to provide a basis for the effective utilization of the skills and energies of the members of the MCDEA in support of the purposes and activities of the Association. To this end, the MCDEA may engage in such activities as will further the purposes and activities of this Association.
I, the undersigned Secretary-Treasurer of the Mississippi Association of Conservation Districts, Inc., do hereby certify that the above and foregoing is a true and correct copy of the Bylaws of the Mississippi Association of Conservation Districts, Inc., Jackson, Mississippi.
Dated at Jackson, Mississippi, the ______ day of __________________________, __________.