Valley Forge Watershed Association Bylaws

Article I / Name

The organization will be known as the Valley Forge Watershed Association (VFWA). The mailing address shall be 42 East Indian Lane, Norristown, PA 19403

Article II / Purpose

To promote the preservation of, quality of, and safe recreational use of the Schuylkill River bounded upstream by the Valley Forge National Historical Park and downstream to the   Norristown Dam.   We intend to provide leadership and encourage unifying efforts from all individuals and organizations that share our purpose and mission.

Article III / Membership

1. Membership shall be open to all organizations interested in any aspect of our stated purpose and mission.
2. Membership shall be contingent upon payment of annual dues.   Delinquent membership fees for a period of 90 days shall be cause for dropping a member organization from the membership rolls.
3. The fiscal year for membership dues shall be the calendar year.

Article IV / Meetings

1. The time and place of the meetings shall be determined by the Board of Directors.
2. The annual meeting shall be held in November at which time nominations will be made for officers and directors to be elected for the next calendar year.
3. Elections will be held in December.
4. The order of business for a membership meeting shall be determined by the President and communicated to the members prior to the commencement of the meeting.
5. The Board of Directors shall meet at least four times annually at times and places determined by the Executive Committee and otherwise upon the call of the President.
6. Whenever practicable, board members will be notified not less than seven   (7) days prior to a board meeting of the date, time, and place of the meeting and of principal items of business to be considered.
7. Directors shall follow “Roberts Rules of Order,” in conducting business meetings.

Article V / Voting

1. All current officers and board members have voting privileges. One vote per person.
2. All current member organizations in good standing. are entitled to one vote. A designated representative of each member organization shall cast the vote.
3. Voting on major policy and budget matters require a quorum, (two-third. 2/3) of the Board of Officers and Board Members for transaction of business.
4. For all other matters, a majority of voting members present shall constitute a quorum for the transaction of business.
5. All members of the Board of Directors are entitled to vote on matters submitted to the Board and, unless otherwise indicated in these by-laws, the act of simple majority of the members present shall be the act of the Board.
6. If an emergency necessitates a board decision in the absence of a board meeting, the President or the President’s designee may poll the entire Board by telephone or other means.   A good faith effort must be made to poll each board member.   The act of a majority of the board members contacted shall be the act of the board for the emergency purpose.

Article VI / Officers and Duties

1. The officers of the Valley Forge Watershed Association shall be President, Vice-President, Secretary, and Treasurer
2. The officers shall be nominated at the November meeting, voted upon at the December meeting and begin serving one year terms at the end of the December meeting.
3. The President is the chief executive officer and shall preside at all meetings of the membership and Board of Directors; appoint committees; and represent the organization.   He/she shall supervise the business affairs of the organization and carry out such activities as may be prescribed by the Board.
4. The Vice-President shall perform the duties of the President in his/her absence or incapacity, and shall have all powers and be subject to the restrictions upon the President.   The Vice-President shall perform any other duties assigned by the President or prescribed by the Board of Directors.   The Vice-President shall act as ex-officio member of all committees appointed by the President
5. The Secretary shall take the minutes of meetings, and be responsible for official correspondence.   The Secretary shall perform such other duties as may be assigned to him/her by the President or by the Board of Directors.
6. The Treasurer shall be responsible for the finances of the organization, including, receiving and depositing funds, disbursement of funds as determined by the Board of Directors.   The Treasurer shall establish and maintain a record on income and expenditures for the organization, and be prepared to present such accounting to the membership or officers when directed by the Board of Directors.   He/she shall   also prepare an annual financial report to be presented at the annual meeting
7. An officer may be removed from office by a two-thirds (2/3) vote of the full Board of
   Directors upon a finding of just cause.
8. A vacancy in the office of President shall be filled by the Vice President for the balance of the term without affecting that person’s right to succeed to a full term in that office at the next annual meeting.   A vacancy in the office of Vice-President shall remain until the next annual meeting but a vacancy in the office of Secretary or Treasurer shall be filled by appointment by Board of Directors until the next regular membership meeting.

Article VII / Board of Directors

1. The affairs of the organization shall be managed and governed by the Board of Directors which shall establish and implement policies and programs whenever action by the full membership is not feasible or required; execute the policies and decisions of the membership; pursue the purposes of the organizations; control the financial affairs of the organization; receive and execute committee recommendations; and act for the organization between membership meetings.   The board shall supervise any staff or volunteers.
2. The Board of Directors shall consist of a minimum of four (4) directors, the officers elected under Article VI of these by-laws, and the immediate past president.
3. The Directors shall be elected by the general membership at the annual meeting after nominations are submitted.   Directors shall serve two year terms but the terms of the initial Directors elected at the first annual meeting shall be staggered so that one half are elected to one-year terms and one-half are elected to two-year terms.
4. Any director may be removed from the board by a two-thirds (2/3) vote of full board upon a finding of just cause.
5. A vacancy shall be filled by majority vote of the board for the unexpired portion of the term, subject to confirmation by the membership at the next annual meeting
6. No compensation will be paid to Directors for their service.   Expenses incurred by Board Members will be reimbursed upon approval by the Treasurer.

Article VIII / Elections

1. All nominations for officers of the Association will be made from a list of interested Board Members, Committee Members, Advisory Board Members,   or Supporting Organization Members.
2. After a maximum of two terms served by current Officers or one term by Board Members, the issue of term limits will be acted on by the current board and the Organization membership.
3. Article IX / Advisory Committee
4. The Advisory Committee shall be one member from each Supporting Organization.
5. Individual members may be added to the Advisory Committee by the Board.
6. Committee Chair Persons will be a member of the Board of Directors, appointed by the President and confirmed by the Board.

Article X / Supporting Organizations

1. There shall be advisory bodies known as Supporting Organizations.
2. Each Supporting Organization shall be entitled to one seat on the Advisory Committee
3. The Supporting Organizations shall serve as advisory bodies to the Board, with the primary responsibility for developing and recommending substantive policies regarding those matters falling within their specific responsibilities.
4. The Board shall refer proposals for substantive policies not received from a Supporting Organization to the Supporting Organization, if any, with primary responsibility for the area to which the proposal relates for initial consideration and recommendation to the Board.
5. Any recommendation forwarded to the Board by a Supporting Organization shall be transmitted to all other Supporting Organizations so each Supporting Organization may comment to the Board regarding the implications of such a recommendation on activities within their individual scope of primary responsibility.
6. The Board shall accept the recommendations of a Supporting Organization if the Board finds that the recommended policy (1) furthers the purposes of, and is in the best interest of, the Association; (2) is consistent with the Articles and Bylaws; (3) was arrived at through fair and open processes (including participation by representatives of other Supporting Organizations if requested); and (4) is not reasonably opposed by any other Organization.   No recommendation of Supporting Organizations shall be adopted unless the votes in favor of adoption would be sufficient for adoption by the Board without taking account of either the Directors selected by the Supporting Organization or their votes.
7. If the Board declines to accept any recommendation of a Supporting Organization, it shall return the recommendation to the Supporting Organization for further consideration, along with a statement of the reasons it declines to accept the recommendation.   If, after reasonable efforts, the Board does not receive a recommendation from the supporting Organization that it finds meets it’s standards or, after attempting to mediate any disputes or disagreements between Supporting Organizations, receives conflicting recommendations from Supporting Organizations, and the Board finds there is a justification for prompt action, the Board may initiate, amend or modify and then approve a specific policy recommendation.
8. Nothing in this Article X is intended to limit the powers of the Board or the Association to act on matters not within the scope of primary responsibility of a Supporting Organization or to take actions that the Board finds are necessary or appropriate to further the purposes of the Association.

Article XI / Committees

1. At the first Board of Director’s meeting after each annual meeting, the President shall appoint, subject to confirmation by the Board, such standing committees as the Board deems necessary. All members are eligible to serve on a standing committee but each standing committee shall be chaired by a member of the Board of Directors appointed by the President and confirmed by the Board.
2. Special Committees, subject to approval of the Board at their next meeting, the President may appoint special, temporary committees as necessary to accomplish particular objectives.   Any member of the organization may serve on or chair a special committee.
3. A vacancy on a committee shall be filled by appointment by the President in the manner of the original appointment.
4. Unless otherwise provided by the Board of Directors, one-third (1/3) of the members of a committee constitute   a quorum and the act of a majority of committee members present at a committee meeting at which a quorum is present is the act of the committee.

Article XII / Financial Affairs

1. The Board of Directors is responsible for management of the financial affairs of the organization but, to the extent allowed by law, the Board may delegate part of that responsibility to a Finance Committee appointed by the President under Article VII of these bylaws.
2. The Board of Directors will vote to require an annual audit by an independent accountant.
3. The Board of Directors may vote to require all tax forms and reports to be prepared and filed by an independent accountant.
4. The fiscal year of the organization commences on the first day of January and ends on   the last day of the following December.
5. Annual dues shall be established and assessed by the Board of Directors for each category of membership and shall be payable to the organization on or before a date determined each year by the Board.   Failure to pay the assessed dues in a reasonably timely manner results in loss of membership rights.
6. As practicable, the organization shall undertake efforts to raise funds to further its purposes.   The Board of Directors may accept, on behalf of the organization, any funds, gifts, grants, contributions, or bequests for the purposes of this organization.
7. The funds of the organization shall be deposited in banks or other depositories approved by the Board.
8. Checks, notes, or other evidence of indebtedness issued in the name of the organization shall require two signatures.   The Board shall determine which two officers will be responsible for this.

Article XIII / Activities Limited to Exempt Purposes

No part of the funds or net earnings of the Society shall accrue to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the Association 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 Article II hereof.   No part of the activities of the Association shall be lobbying or participating in any political campaign on behalf of any candidate for public office.   In the case of a written request from a governmental body, committee, or subdivision, the Association shall provide technical assistance and advice providing the Association deems it appropriate to provide such assistance.   Notwithstanding, any other provision of these articles, the Association shall not carry on any other activities not permitted to be carried on by (A) by an organization exempt from Federal income tax under Section 501 (c) (3) of the Internal Revenue Code or (B) by an organization, contributions to which are deductible under Section (170) (c) (2) of the Internal Revenue Code.

Article XIV / Contracts

The Association may hire/contract for, any outside services deemed financially feasible and necessary to further the purposes of the organization.

Article XV / Indemnification

Each present or future Director and officer of the organization, whether or not in office, shall be held harmless and indemnified by the corporation against all claims, liabilities and expenses actually and necessarily incurred or imposed upon him/her in connection with or resulting from any action, suit or proceeding, or any settlement or compromise there of, approved by the Board of Directors, to which he/she either of omission or commission, performed by him/her while acting as such Officer or Director in good faith, except in relation to matters as to   which recovery shall be had against him/her by reasons of his/her being finally adjudged in such action, suit, or proceeding as being guilty of willful misconduct   in the performance of his/her duties as such Director or Officer; and the foregoing right of indemnification shall not be exclusive of other rights to which he/she may be entitled as a matter of law.   Each such Director or Officer shall be likewise indemnified against any such judgment, decree, or fine which may be imposed upon him or her in any such proceeding, suit, action, or prosecution.

Article XVI / Conflict of lnterest Policy for Non-Profit Organizations

A conflict of interest is defined as an actual or perceived interest by a staff or Board member in an action that results in, or has the appearance of resulting in, personal, organizational, or professional gain. Officers and members are obligated to always act in the best interest of the organization. This obligation requires that any officer or member, in the performance of organization duties, seek only the furtherance of the organization mission. At all times, officers and board members are prohibited from using their job title or the organization’s name or property, for private profit or benefit.

1. The officers and members of the organization should neither solicit nor accept gratuities, favors, or anything of monetary value from contractors/vendors. This is not intended to preclude bona-fide organization fund raising-activities.
2. No officer, or member of the organization shall participate in the selection, award, or administration of a purchase or contract with a vendor where, to there knowledge, any of the following has a financial interest in that purchase or contract:
   1. The officer or member;
   2. Any member of their immediate family;
   3. Their partner;
   4. An organization in which any of the above is an officer, director or employee;
   5. person or organization with whom any of the above individuals is negotiating or has an arrangement concerning prospective employment.
3. Disclosure – Any possible conflict of interest shall be disclosed by the person or persons concerned.
4. Board Action – When a conflict of interest is relevant to a matter requiring action by the Board, the interested person(s) shall call it to the attention of the Board and said person(s) shall not vote on the matter. In addition, the person(s) shall not participate in the final decision or related deliberation regarding the matter under consideration. When there is a doubt as to whether a conflict exists, the matter shall be resolved by vote of the Board of Trustees, excluding the person(s) concerning whose situation the doubt has arisen.
5. Record of Conflict – The official minutes of the Board shall reflect that the conflict of interest was disclosed and the interested person(s) did not participate in the final discussion or vote and did not vote on the mutter.

Article XVII / Amendments

The Board of Directors may alter, amend, repeal, or add to these by-laws by a simple majority vote of the full Board.   Notice of the proposed amendment shall be given to all Board members not less than thirty (30) days prior to the meeting at which the proposed amendment is to be considered.

Article XVIII / Electronic Mail

If permitted under applicable law, communication by FAX or electronic mail shall be considered equivalent to any communication otherwise required to be in writing.   The Association shall take such steps as it deems appropriate under the circumstances to assure itself that communications by electronic mail are authentic.

Article XVIIII / Dissolution

Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes 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 state or local government, for a   public purpose.   Any such assets not disposed of shall be disposed of by the Court of Common Plea 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.