HAYDEN LAKE WATERSHED ASSOCIATION, INC.
An Idaho Nonprofit Corporation
The Hayden Lake Watershed Association, Inc. (HLWAI) is an organization composed of citizens dedicated to the preservation of the water quality of Hayden Lake, its watershed, and the Rathdrum aquifer, preservation, and protection of the public and private benefits of Hayden Lake, its watershed, and the Rathdrum aquifer located in Kootenai County, Idaho.
The general objective of this nonprofit corporation is to accomplish its goal through education, distribution of its Lake User’s Guide, working with land use managers, including the United States Forest Service, the Hayden Lake Recreational Water and Sewer District, County Commissioners, University of Idaho on water quality testing, property owners’ associations, and any other entities to help ensure and maintain the environment and quality of Hayden Lake and the Rathdrum aquifer for its continued use by its private and public users.
The name of the corporation is “Hayden Lake Watershed Association, Inc.”
The principal office of the Corporation shall be at P.O. Box 3583, Hayden Lake, Idaho 83835. The Corporation may have such other offices as may from time to time be designated by its Board of Directors.
Membership in this organization is open to individuals, associations, and/or corporations who wish to contribute toward the goal of the organization.
Section 1. Membership Term. The membership term shall be twelve (12) calendar months, with the membership term commencing on July 1st of each calendar year to coincide with the fiscal year of the corporation.
Section 2. Dues. Annual dues shall be determined by the Board of Directors. Renewable dues shall be payable on July 1st of each calendar year.
Section 3. Removal of Membership.
a. Members automatically will be removed if they do not renew and pay their annual membership dues.
b. Members whose actions and/or public utterances conflict with the Purpose (Preamble) of the Hayden Lake Watershed Association, Inc. may be removed from the membership by a majority vote of the Board of Directors present at any regular meeting. The members will be notified of their removal.
BOARD OF DIRECTORS
Section 1. Powers. The Board of Directors shall establish the policies and have the entire management, control and direction of all the business and affairs of the Corporation and all of its undertakings to the fullest extent permitted by law. Provided, however, that nothing in the foregoing shall empower the Board of Directors to do any act or thing in contravention of the provisions of the Articles of Incorporation, or which does not in fact benefit or support the Hayden Lake Watershed Association, Inc. of its purpose.
Section 2. Number. There shall be no less than three (3) nor more than twelve (12) directors of the Corporation who shall be called the “Board of Directors.” Subject to this limitation, the number of directors may be increased or decreased from time to time by resolution of the Board of Directors, provided that no decrease in the number of directors shall have the effect of shortening the term or any director then serving. Directors shall be elected by a majority vote of the Board of Directors of this Corporation at the annual meeting of the Board, with new directors to commence their term at the next Board of Directors meeting following the elections.
Section 3. Term of Office. Each director shall serve for three (3) years or until replaced.
Section 4. Regular Meeting. The Board of Directors shall meet on a monthly or on an “as needed” basis, but not less than quarterly.
Section 5. Annual Meeting. The annual meeting of the Board or Directors shall be held, upon notice, during the month of July of each year at a convenient place.
Section 6. Special Meetings. Special meetings of the Board of Directors may be called by the Chairperson at his or her initiative, and shall be called upon written request of a majority of the Directors of any three (3) Board members or of any two (2) other officers.
Section 7. Notice of General Membership Meeting. A notice with the time, place, date and purpose of any meeting of the membership shall be made at least 15 days in advance. The notice may be made electronically (email), by U.S. Postal Mail or by telephone.
Section 8. Quorum. The quorum will consist of a minimum of fifty percent (50%) of current Board members. Any decisions may be carried out when a quorum is present by a majority of votes. The President shall have the power to vote in case of a tie.
Section 1. President. The President shall be the principal spokesperson and chief elected officer of the organization, but may delegate such functions to other members or committees as deemed appropriate. The President shall exercise general supervision over the business and affairs of the HLWAI and shall perform all duties incident to the office of the President and other duties as may be prescribed by the HLWAI. The President shall be an ex-officio member of all committees.
Section 2. Vice President. The Vice President shall serve as surrogate for the President, serving in the President’s absence as principal spokesperson and chief elected officer of the organization, and exercising general supervision over the business and affairs of the HLWAI and shall perform all duties incident to the office of Vice President and other duties as may be prescribed by the HLWAI. The Vice President shall be an ex-officio member of all committees.
Section 3. Treasurer. The Treasurer shall have custody of all moneys of HLWAI and deposit them to the HLWA account in a bank designated by the Board of Directors. The Treasurer shall have control over all HLWAI assets and of all payments of all HLWAI debts and obligations. The Treasurer shall insure strict compliance with these bylaws in all matters pertaining to the financial affairs of the HLWAI. The Treasurer shall maintain accurate books of the account that shall properly reflect the true and correct financial status of all receipts, disbursements, balances, assets and liabilities of the HLWAI. The Treasurer shall prepare quarterly reports for the Board of Directors. The Treasurer and/or President shall sign all checks or other orders for payment of moneys in the name of HLWAI. The President and/or the Treasurer shall have discretion to write checks up to $300. Approval is required by a majority of the board of Directors for expenditures over $300. The HLWAI shall be responsible for filing all returns or reports required by cognizant governmental agencies.
Section 4. Secretary. The Secretary shall be responsible for correspond-dence; notification of Directors when terms are expiring, recording, preparing and mailing minutes of all meetings; and sending announcements of meetings. The Secretary also shall be responsible for assembly and distribution of appropriate written material to newly-elected Directors.
Section 5. Nominating Committee. The President, Vice President, Trea-surer and Secretary shall be the Nominating Committee to put before the members a slate of officers and directors. The Nominating Committee will meet in June to recommend a slate of slate of officers and directors to the general membership. However, twenty-five percent (25%) of the members also may put before the members a slate of officers and directors, at or before the annual meeting.
Section 6. Election of Officers. The officers shall be elected by the Board after the annual meeting in July. To be elected, an officer must receive a majority of those Directors voting. Each officer shall serve one year or until replaced.
Section 7. Removal of Officer. Any officer may be removed from office at any time, with or without cause, on the affirmative vote of two-thirds (2/3) of the Board of Directors.
Section 8. Vacancies. Vacancies in offices, however occasioned, shall be filled by election by the Board of Directors at a special meeting or the next regular meeting of the Board of Directors for the unexpired term of such officer, with the exception of the President who will be succeeded by the Vice President.
Committees shall be constituted and dissolved by the Hayden Lake Water-shed Association, Inc. with the specific time-limited task.
AMENDMENTS TO BYLAWS
These bylaws may be altered or amended by a majority vote of the Board of Directors.
PERSONAL LIABILITY; INDEMNIFICATION
The members, officers and directors of the Hayden lake Watershed Associa-tion, Inc. shall not be personally liable for any acts, debts, liabilities, or obli-gations of the Hayden Lake Watershed Association, Inc., unless expressly permitted under Idaho law. The intent of this provision is to provide maximum protection under Idaho law for members, officers, and directors if the Hayden Lake Watershed Association, Inc. from any and all claims of personal liability, relating to the management and operation of Hayden Lake Watershed Association, Inc. In addition, members, officers, and directors of Hayden Lake Watershed Association, Inc. shall be entitled to indemnifi-cation from Hayden Lake Watershed Association, Inc. against any claims made against any such member, officer or director, provided that the mem-ber, officer or director acted in good faith, with a view to the interest of the Hayden Lake Watershed Association, Inc., and without intentional miscon-duct, fraud or knowing violation of the law.
The Hayden Lake Watershed Association, Inc. may be dissolved by the vote of two-thirds (2/3) of the Board of Directors present at a duly called meet-ing. Upon such dissolution, the Hayden Lake Watershed Association, Inc.’s Board of Directors shall vote on how to dispose of the organization’s re-maining assets.
Should the Hayden Lake Watershed Association, Inc. terminate for any reason with remaining funds, after all expenses have been paid, these funds will be distributed at the discretion of the Board of Directors.
The undersigned Secretary of the Hayden Lake Watershed Association, Inc. does hereby certify that the above and foregoing bylaws of said corporation were duly adopted by the Directors as the Bylaws of the Hayden Lake Watershed Association, Inc. and that the same do now constitute the Bylaws of this Corporation.
Dated this day of 7th Day of January, 2009.
Attest: /Cecil W. Hathaway