Cumberland River Compact By-Laws
Article I: Name and Office
Section 1: The NAME of this corporation shall be Cumberland River Compact (CRC). CRC is a nonprofit corporation organized and existing under the state of Tennessee.
Section 2: The principal office and mailing address shall be determined by the Board of Directors. Unless otherwise fixed, it shall be P.O. Box 41721, Nashville, TN 37204.
Article II: Purpose:
The purpose of the CRC is to enhance the water quality of the Cumberland River and its tributaries through education and by promoting cooperation among citizens, businesses and agencies in Kentucky and Tennessee. CRC shall be operated as may qualify it for tax exempt status under section 501 (c)(3) of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue Law).
Article III: Regional Divisions
To facilitate operations of the CRC in relation to the widely spread geographical areas, the Board is authorized to establish such regions as it deems appropriate.
Article IV: Membership and Dues
Section 1: Any individual or organization interested in the mission of the CRC may become a member upon written application accompanied by payment of annual dues for which application is made. Those who have donated the minimum dues or more to the Compact are also members. Membership is on an annual basis.
Section 2: The annual membership dues shall be set by the Board. The Board may exempt any member from dues.
Article V: Meetings and Voting
Section 1: There shall be at least one Annual meeting of the general membership at the time and place as set by the Board. Written notification shall be made at least 30 days in advance.
Article VI: Board of Directors and Executive Committee
Section 1: COMPOSITION of the Board of Directors shall consist of not less than 12 and not more than 25 Directors.
Section 2: FUNCTIONS and RESPONSIBILITIES: The Board provides representation, leadership, and focus for the CRC in carrying out its purposes.
Section 3: ELECTIONS: New and repeat Board Members shall be elected at any of the quarterly Board meetings or the annual meeting of the Compact for a term of three years and a maximum of three consecutive terms. Incomplete terms can be filled only to the end of the term being filled. Each quarter, Board members at the end of a three year term may be renominated or new candidates (determined by the Nominating Committee) may be nominated as required.
Section 4: SELECTION: Candidates for the Board shall be elected from the slate prepared by the Nominating Committee (a standing committee of board members) or nominations from the floor.
Section 5: VACANCIES: The Board may appoint a person to fill any vacancy on the Board, such to serve until the end of the term vacated but to be eligible for election of a maximum of three consecutive terms after the vacancy term.
Section 6: MEETINGS: Regular meetings of the Board shall be held according to the schedule determined by the Board, but no fewer than three times a year.
Section 7: SPECIAL MEETINGS of the Board may be called by the Chairman and must be called on written request of at least three members of the Board.
Section 8: NOTICE OF MEETINGS shall be given at least five days prior to meetings, but such notices may be waived by all members of the Board.
Section 9: QUORUM: At all meetings of the Board, 30% of its members shall constitute a quorum for the transaction of business. The act of the majority at which there is a quorum shall be the act of the Board. If the Board members decide to have absent Board members contacted by phone or email to cast a vote, they may designate a Board member or staff person to contact the absent members and delineate how these votes shall be communicated to all Board members.
Section 10: PROXIES written to the Chairman shall be accepted.
Section 11: COMPENSATION: Members of the Board shall receive no compensation for their services and duties. Reimbursement for out-of-pocket expenses incurred for CRC business may be made.
Section 12: EXECUTIVE COMMITTEE: The Executive Committee shall be comprised of the Board Chairman, the Co-Chairman, the Secretary/Treasurer and the Chairman of each CRC Committee. Committee Chairmen shall be Board members whenever possible. A Committee Co-Chairman can attend Executive Committee meetings as a non-voting attendee. The Executive Committee shall provide oversight and direction of the entire organization under the concurrence of the Board.
Article VII: Officers
Section 1: TYPE AND NUMBER: The elected officers of the Board shall be the Chairman, the Co-Chairman and the Secretary/Treasurer.
Section 2: ELECTION: The officers of the Board shall be elected by the Board.
Section 3: VACANCIES: The Board may appoint an officer or other person to fill any vacancy.
Section 4: DUTIES AND POWERS:
A) CHAIRMAN shall preside at all meetings of the membership, the Board, the Nominating Committee and the Executive Committee. May appoint special committees and serves as ex-officio member of all committees.
B) CO-CHAIRMAN shall exercise the functions of the Chairman in his/her absence.
C) SECRETARY/TREASURER shall insure that proper minutes are taken at each meeting and distributed in a timely manner. Shall work with staff to develop budgets and all necessary financial reports. Shall review all staff payroll matters and shall chair the Finance Committee. This may be two positions as Secretary and Treasurer to make four Board officers.
D) FINANCE COMMITTEE shall consist of the three board officers and others as they deem necessary. They shall see that appropriate, timely and accurate financial reports are proved to the Board and the Executive Committee.
Section 5: REMOVAL of officers is done by a majority vote of the Board.
Article VIII: Committees
COMMITTEES may be established and members assigned by the Board.
Article IX: Conduct of Meetings
CONDUCT OF MEETINGS shall be governed by Robert's Rules of Order unless procedure is contrary to procedures outlined by the by-laws, in which case these by-laws shall govern.
Article X: Amendments
These by-laws may be amended a Board meeting of the CRC by a majority vote of the entire Board, providing all Board members were notified of the proposed changes at least 30 days prior to the meeting.
Article XI: Dissolution
After payment of all liabilities, the Board shall dispose of all assets to any organization or organizations qualified as tax-exempt under Section 501(c)(3) by the Internal Revenue Service with the enhancement of the water quality, by education, of the Cumberland River as its objective.
* Proposed revisions 06/18/07
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