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ECRR By-Laws
Amended: March 2, 2005
ARTICLE I - NAME, PURPOSE AND OFFICES
1.1 Name:
The name of this nonprofit corporation shall be Eastern Coal Regional
Roundtable, Inc.
1.2. Purpose:
The purpose of the Corporation shall be to educate and coordinate watershed
groups to help alleviate environmental problems in mine-scarred watersheds
in Appalachia by being a unified voice for all stakeholders; including
educating and communicating with decision makers, encouraging collaboration
and information sharing among watershed groups, disseminating information
about relevant funding opportunities, and providing resources to help
watershed groups write successful funding proposals.
The Eastern Coal Regional Roundtable is organized exclusively for charitable, educational, and scientific purposes, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
1.3. Nonprofit Corporation and Charitable Purposes:
The Corporation shall be a nonprofit corporation organized to qualify
for tax-exemption under Section 501 (c) (3) of the Internal Revenue
Code. The corporation may not conduct activities that would jeopardize
its 501 (c) (3) standing.
1.4. Office:
The Corporation may have offices at such other places, both within and
without Alabama, Indiana, Kentucky, Maryland, Ohio, Pennsylvania, Tennessee,
Virginia, and West Virginia as the Board may from time to time determine
or as the business of the Corporation may require.
ARTICLE II - BOARD OF DIRECTORS
2.1. General Powers:
The governing body of the Corporation shall be the Board of Directors.
The Board shall have supervision, control and direction of the management,
affairs and property of the Corporation. The Board shall adopt such
rules and regulations for the conduct of their meetings and the management
of the Corporation, as they may deem proper, not inconsistent with
the articles of incorporation and the laws of the State.
2.2. Term:
Members shall serve a two (2) year term. Original board members shall
serve a three year term. The terms will be staggered, so the
whole board is not up for election at the same time. No board
member shall serve for more than six (6) consecutive years in a row,
except for directors elected for the initial three-year term, without
one (1) term period off the board to allow for board diversity. When
a Director is named and approved to fill an unexpired term, the new
member begins a new two year term.
2.3. Voting Membership:
Members to the Board shall be nominated and elected by the existing Board
at a time and manner set forth by the Board. Membership may consist
of Board members, one from each of the eastern coal region states.
In addition, at the Board’s discretion, at least two “at-large” directors
may be elected to serve. There will be a minimum of seven members
of the Board and a maximum of thirteen.
2.4. Regular Meetings:
The Board shall set the time and place for holding regular meetings by
resolution, without other notice than such resolution. The Board shall
meet at least two (2) times per year. Directors may participate in
and hold regular meetings via conference telephone or similar communications
equipment by which all Directors participating may simultaneously hear
each other during the meeting. Participation in such meeting shall
constitute presence in person at the meeting, except where a Director
participates in the meeting for the express purpose of expressing an
objection to the transaction of any business on the grounds that the
meeting is not lawfully called or convened,
2.5. Special Meetings:
Special meetings of the Board may be called by or at the request of the
Chairperson or any two (2) Board members. The persons(s) calling the
meeting may fix the time and place of holding such meeting. Notice
of such meeting shall be given at least five (5) days previously thereto
by written notice delivered personally or mailed to the board members
at their listed address, If mailed, such notice shall be deemed to
be delivered when deposited in the United States mail, with prepaid
postage. The attendance of a Board Member at a meeting shall constitute
a waiver of notice of such meeting, except where a Board Member attends
a meeting for the express purpose of objecting to the transaction of
any business because the meeting is not legally called or convened.
Voting by email, with a reply to all, will be allowed for decisions
requiring action between Board Meetings with ratification at the following
meeting.
2.6. Annual Meeting:
Annual meetings of the Corporation for the election of Board officers
and new Members and for the transaction of such other business as may
properly come before the meeting shall be held during in the first
quarter of the fiscal year.
2.7. Quorum:
Fifty percent plus one of the Board members shall constitute a quorum
for the transaction of business at any meeting of the Board. But if
less than a one-third of the Board members are present at said meeting,
a majority of those present may adjourn the meeting from time to time
without further notice,
2.8. Manner of Acting:
The act of a majority of the Board Members present at a meeting at which
a quorum is present shall be the act of the Board.
2.9. Compensation:
No compensation shall be paid to Board Members, as such, for their services,
but by resolution of the Board a fixed sum and expenses for actual
attendance at each regular or special meeting of the Board shall be
authorized. Nothing herein contained shall he construed to preclude
any Board Member from serving the Corporation in any other capacity
and receiving compensation thereof, consistent with the corporate charter.” No
part of the net earnings of the organization shall inure to the benefit
of, or be distributable to its members, trustees, officers, or other
private persons, except that the organization 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.
2.10 Presumption of Assent:
A Board Member of the Corporation who is present at a meeting of the
Board at which action on any corporate matter is taken shall be presumed
to have assented to the action taken unless he shall file his written
dissent to such action with the person acting as secretary of the meeting
before adjournment thereof. Such right of dissent shall not apply
to a Board Member who voted in favor of such action.
2.11. Vacancies:
Any vacancy on the Board arising at any time and from any cause, including
the authorization of an increase in the number of Directors, may be
filled for the unexpired term at any regular or special meeting of
the Board, then in office, by an affirmative vote of the majority of
such Directors. The term of the newly elected Director shall be for
such term as the Directors then in office may specify but in no event
longer than the remaining term of the Director vacating his/her seat.
2.12 Removal:
Any Director may be removed by a two-third (2/3) vote of the full Board
whenever in its judgment the best interest of the Corporation will
be served thereby.
ARTICLE III - OFFICERS
3.1 Officers:
The officers of the Corporation shall be a Chairperson, Vice Chairperson,
a Treasurer, a Secretary, and such other officers as may be determined
necessary by the Board.
3.2 Elections and Term of Office:
Officers of the Corporation shall be elected every two years by the Board
of Directors for rotating two-year terms, but may succeed themselves
if re-elected not to exceed a total of three continuous terms.
3.3 Vacancies:
Any vacancy arising at any time and from any cause may be filled for
the unexpired term at any regular or special meeting of the Board by
an affirmative vote of the majority of the Directors. The term of the
newly elected Officer shall be for such a term as the remaining term
of the Officer vacating his/her seat.
3.4. Removal:
Any Officer may be removed by a two-third (2/3) vote of the full Board
with or without cause, whenever in its judgment the best interest of
the Corporation will be served thereby.
3.5 Chairperson:
The Chairperson of the Board may be the chief executive officer of the
Corporation. He/She shall supervise all of the business affairs of
the Corporation. He/She shall preside at all meetings of the Board
and the Executive Committee. He/She may sign with the Secretary any
deeds, mortgages, bonds, contracts, or other instruments that the Board
of Directors has authorized to be executed. The Chairperson shall authenticate
by his/her signature when necessary, all acts, orders, and proceedings
of the Corporation. The Chairperson shall have such powers and perform
such other duties as prescribed in these by-laws and as inherent in
the office of Chairperson or as from time to time may be prescribed
by the Board. The Chairperson shall be the principal managing officer
of the Board of Directors, subject to the policies established by a
majority of the Board.
3.6. Vice-Chairperson:
In the absence of the Chairperson or on the event of her/his death, inability
or refusal to act, the Vice-Chairperson shall perform the duties of
Chairperson, and when so acting, shall have all the powers of and be
subject to the same restrictions as the Chairperson. The Vice-Chairperson
shall perform such other duties as from time to time may be assign
to him/her by the Chairman or the Board of Directors.
3.7. Secretary:
The Secretary shall keep the official minutes of the Board meetings which
shall comprise a record of the proceedings and business transacted
at all Board meetings. The Secretary shall submit to each member of
the Board within 30 days, the minutes of each meeting of the Board. Checks
over one thousand dollars must be approved by both the Treasurer and
any other officer on the Board.
3.8. Treasurer:
The Treasurer shall account for all revenues of the Corporation, and
shall keep an accurate and complete account of all funds received and
disbursed. The Treasurer shall account for all funds deposited in the
name of the Corporation in a financial institution as approved by the
Board. The Treasurer shall direct the preparation of a complete financial
report immediately after the close of the fiscal year showing all receipts
and disbursements by budget categories, and shall make the books and
records available for audit. All checks drawn on the Corporation shall
be signed by the Chairperson/Executive Director and by the Treasurer.
In addition, the Treasurer shall have oversight of the Corporation’s
finances and all funds and securities of the Corporation. He/She shall
keep or cause to be kept accurate account of receipts and disbursements
of the Corporation. He/She shall perform any and all duties incident
to the office of the Treasurer, subject to the supervision of the Board
of Directors. The Treasurer shall perform such other duties as from
time to time may be assigned by the Chairperson or the Board of Directors.
Both the Treasurer and the Executive Director will receive and analyze
corporate bank statements on a monthly basis.
ARTICLE IV - EMPLOYEES AND AGENTS
4.1. Executive Director:
The Board may contract with an Executive Director of the Corporation.
The Executive Director shall serve as the Chief Executive Officer of
the Corporation and shall perform all duties customary to that position
including supervision of all the affairs of the Corporation in accordance
with the policies and directions approved by the Board of Directors.
He/She shall be responsible for the carrying out of the policies of
the Corporation and in consultation with the Board, develop the over-all
program based upon long and short term goals. The Executive Director
may have the power to employ, terminate, and fix the duties and salaries
of the employees of the Corporation, to be approved by the Board.
4.2 Agents:
The Board may appoint such agents and representatives of the Corporation
with such powers and to perform such acts or duties on behalf of the
Corporation as the Board may see fit, so far as may be consistent with
these By-Laws, and to the extent authorized or permitted by law.
4.3. Removal:
The Board may contract with such agents at any time with just cause.
ARTICLE V – COMMITTEES
5.1 General:
The Board of Directors may establish such committees as it deems necessary.
The Chair of each such committee shall be appointed by the Board of
Directors. The terms, powers, and duties of each said committee shall
be set forth in the resolution of the Board of Directors which establishes
the committee. A member of a committee does not have to be a member
of the Board of Directors. The Board of Directors has the authority
to appoint other standing committees as necessary.
5.2 Executive Committee:
A majority of Directors then in office may designate an Executive Committee,
composed of the elected officers of the Corporation, which shall have
and exercise the authority of the Board in the management of the Corporation.
But the designation of such an executive committee and the delegation
thereto of authority shall not operate to relieve the Board or any
individual Director of any responsibility imposed upon the Board or
a Director by law.
ARTICLE VI-MISCELLANEOUS
6.1. Fiscal Year:
The Fiscal Year of the Corporation shall begin on the first day of January
in each year, or such other period as fixed by the Board of Directors.
6.2. Amendment of By-Laws:
The Board, by a vote of a two-thirds (2/3) of Board members present at
any regular or special meeting, may alter or amend any provision of
these By-Laws; provided, that the proposed alteration or amendments,
be sent to all members for review at least three business days prior
to such a meeting.
6.3 Roberts Rules of Order:
The parliamentary procedures of the Board shall be determined by Roberts
Rules of Order.
6.4 Conflict of Interest:
All Directors are required to disclose any competing and/or conflicting
interest, directly or indirectly, in any contract, grant, gift, legacy,
endowment or the like that any director, any officer or any authorized
employee accepts, purposes or enters into with other parties.
ARTICLE XII - LIMITATIONS
7.1 Exempt Activities:
Notwithstanding any other provisions of these By-Laws, no director, officer,
employee, or representative of the Corporation shall take any action
or carry on any activity by or on behalf of the Corporation not permitted
to be taken or carried on by an organization (1) exempt from Federal
income tax under section 50l(c)(3) of the Internal Revenue Code of
1954 (or the corresponding provision of any future United States Internal
Revenue Law, and (ii) contributions to which are deductible under the
IRS Code Section 170(c)(2).
7.2 Lobbying Activity:
The Corporation will occasionally engage in direct lobbying and grassroots
lobbying. The Corporation will have exempt purpose expenditures
of less than $500,000. The Corporation may spend up to 20% of
those exempt purpose expenditures on direct lobbying and no more than
5% of those exempt purpose expenditures on grassroots lobbying. When
the Corporation engages in lobbying activities, it will keep track
of its direct and grassroots lobbying expenditures and report them
on Schedule A of the IRS Form 990.
Most of the Corporation’s involvement in issues of public policy will not be considered lobbying but rather, educational in nature. The Corporation will prepare and distribute educational materials relating to the various bills before Congress or state legislatures. The Corporation will not advocate one bill over another, just point out the differences between the competing proposals. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
7.3 Dissolution:
Upon the dissolution of the organization, assets shall be distributed
for one or more exempt purposed within the meaning of section 501 (c)
(3) of the Internal Revenue Code, or corresponding section of any future
federal tax code, or shall be distributed to the federal government,
or to a state or local government, for public purpose. Any such
assets not disposed of shall be disposed of by the Court of Common
Pleas of the county in which the principal office of the organization
is then 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.
7.4. Prohibition against Sharing in Corporate Earnings
No director, officer, or employee of, or other person connected with,
the Corporation, or any other private individual, shall receive at
any time any of the net earnings or pecuniary profit from the operations
of the Corporation, provided that this shall not prevent either the
payment to any such person of reasonable compensation for services
rendered to or for the benefit of the Corporation, in connection with
effecting any of the purposes of the Corporation; and no such person
or persons shall be entitled to share in the distribution of any of
the corporate assets upon the dissolution of the Corporation. All such
persons shall be deemed to have expressly consented and agree that
upon such dissolution or winding up of the affairs of the Corporation,
whether voluntary or involuntary, the assets of the Corporation then
remaining in the hands of the Board, after all debts have been satisfied,
shall be distributed, transferred, conveyed, delivered and paid over,
in such amounts as the Board may determine, or as may be determined
by a court of competent jurisdiction upon the application of the Board,
exclusively to charitable, religious, scientific, literary or educational
organizations (i) which then qualify for exemption from Federal income
taxation under provisions of Code Section 50l(c)(3) and the Regulations
hereunder (as they now exist or as they hereafter may be amended),
and (ii) contributions to which are deductible under Code Section 170(c)(2)
and the Regulations (as they now exist or as they hereafter may be
amended).
7.5 Federal Certifications:
The Corporation will comply with the pertinent Federal statutes required
for the receipt of Federal funds.
ARTICLE VIII - INDEMNIFICATION OF DIRECTORS AND OFFICERS
8.1. Indemnification:
The Corporation may indemnify each director, officer, employee, and agent,
as described in these by-laws, designated for indemnification by the
Board within its discretion, and each person serving at the request
of the Corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust or other enterprise
thereinafter all referred to more generally as “directors and
officers”, who was or is a party, or is threatened to be made
a party, to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, whether by
or in the right of the Corporation or not, in a manner and to the fullest
extent now or hereafter permitted.
8.2 Authority to Indemnify Director Involved in Legal Proceeding:
The Corporation shall indemnify an individual who is or was a director
of the Corporation or who, while a director of the Corporation, was
made a party to a proceeding because he/she is or was serving at the
Corporation’s request as a director, officer, partner, trustee,
employee or agent of another foreign or domestic business or nonprofit
corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise (a director includes unless the context requires
otherwise, the estate or personal representative of a director) against
liability incurred in the proceeding if he/she acted in a manner he/she
believed in good faith to be in or not opposed to the best interest
of the corporation, and in the case of any criminal proceeding, he/she
had no reasonable cause to believe her conduct was unlawful. The Corporation
may not indemnify a director in connection with a proceeding by or
in the right of the corporation in which the director was adjudged
liable to the corporation or in connection with any other proceeding
in which the director was adjudged liable on the basis that personal
benefit was improperly received by the director.
8.3. Indemnification for Reasonable Expenses of Successful Defense:
The Corporation shall indemnify a director against reasonable expenses
incurred by the director to the extent that the director has been successful
in the defense of any proceeding where the director was a party because
the director is or was a director of the corporation.