Bylaws of MACD

BYLAWS OF MISSISSIPPI ASSOCIATION OF CONSERVATION DISTRICTS, INC.

 

ARTICLE I

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.

 

ARTICLE 11

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:

  1. 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.
  2. 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.
  3. 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.
  4. 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.
  5. To sue or be sued, complain and defend its corporate name.
  6. 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.
  7. 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.

 

ARTICLE III

MEMBERS

 

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.

 

ARTICLE IV

OFFICERS

 

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.

 

4.5       Duties.

 

  1. The President shall:
  2. Preside at all meetings of the Executive Committee, Board of Directors and all other meetings of the corporation.
  3. Represent the corporation at all times unless another representative is designated by the President.
  4. Prepare a brief annual report for presentation at the annual meeting.
  5. Appoint all standing committee chairman.
  6. Prepare a written agenda for all meetings.
  7. Serve as an ex-officio member of all committees except the Nominating Committee.
  8. Be the principal executive officer of the corporation.
  9. 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.
  10. The First and Second Vice Presidents shall have the following duties:
  11. 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.
  12. 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.
  13. The Secretary-Treasurer shall:
  14. Send written notices of all meetings to appropriate members.
  15. Be responsible for having the minutes at all meetings recorded.
  16. Have a copy of the minutes to each member of the Board of Directors before the next regularly scheduled meeting of the Board.
  17. Keep a permanent file of all minutes, important correspondence and other properties of the corporation.
  18. 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.
  19. Prepare a written report for presentation at the annual meeting.
  20. Be responsible for all receipts and disbursements of the corporation.
  21. Maintain a checking account of corporation funds.
  22. Prepare quarterly financial statements indicating the corporation’s receipts and disbursements.
  23. Perform such other duties as may be required by the Executive Committee and/or the Board of Directors.

 

  1. Each Regional Vice President shall:
  2. Be responsible for administering the affairs of the corporation in his, or her, designated region.
  3. 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.
  4. May select from the members in his region certain committees to assist him in performing his duties.
  5. Perform such other duties as may be required by the Executive Committee and/or the Board of Directors.

 

 

ARTICLE V

EXECUTIVE COMMITTEE

 

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.

 

 

ARTICLE VI

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:

 

  1. To define and establish the policies and procedures of the corporation.
  2. 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.
  3. To provide for the development, issuance, and distribution of the corporation’s publications.
  4. 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.
  5. To formulate and direct the carrying out of plans and programs to achieve the purposes of the corporation.
  6. To select the time, date and site of the annual meeting of the corporation.
  7. 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.

 

 

ARTICLE VII

COMMITTEES

 

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:

 

Executive Committee

Finance Committee

Nominating Committee

 

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.

 

 

ARTICLE VIII

MEETINGS

 

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.

 

 

ARTICLE IX

AFFILIATED ORGANIZATIONS

 

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.

 

 

 

 

___________________________________

Secretary-Treasurer

 

 

CERTIFICATE

 

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 __________________________, __________.

 

 

 

 

___________________________________

Secretary-Treasurer