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North Dakota
Chapter Soil and Water Conservation Society Click Here for a Printable Copy of the By-Laws in pdf format Revised 1989 Article I – Name The name shall be North Dakota Chapter, Soil and Water Conservation Society (hereinafter referred to as the ‘Chapter’). Article II – Area Section 1. Headquarters of the Chapter shall be the address designated by the Board of Directors. Section 2. The state of North Dakota shall constitute the area of the Chapter. Article III – Objectives Section 1. Develop and advance the science and art of good land and water use and management, and the promotion of the conservation soil, water, air, and related renewable natural resources, including without limitation, trees, grass, fish, wildlife, and all forms of beneficial plant and animal life and for these purposes to employ education of the people and other appropriate means, to the end that people of all nations may have the use and enjoyment of these resources forever. Section 2. The Chapter may formulate, issue, and publish statement expressing the attitude of the Chapter on matters within the scope of this Article, conforming with provisions thereof and with an action taken by the Chapter on such matters. Article IV – Membership Section 1. Membership in the Chapter shall be limited to persons holding membership in the Soil and Water Conservation Society (hereinafter referred to as the ‘Society’). Section 2. The classes of membership shall be the same as those of the Society. Section 3. Upon payment of Chapter dues, such persons as qualify under Section 1 above shall acquire similar type membership in the Chapter. Section 4. The annual dues of the Chapter shall be proposed by the board of directors and established by the membership at the annual meeting of the Chap0ter. Society dues and Chapter dues shall be payable together to the Society of the Chapter secretary-treasurer in advance of or on the individual members anniversary date. Section 5. All members shall have the privilege of the floor at any meeting the Chapter and shall have the right to vote on any proposition or in any election. Voting may be by mail ballot or at a scheduled meeting. Section 6. Membership in the Chapter shall end upon termination of membership in the Society, upon failure to pay Chapter dues within 60 days after the membership anniversary date as set by the Society; or by resignation. Section 7. Membership in the North Dakota Chapter does not restrict membership in other chapters of the Society. Article V – Officers Section 1. The officers of the Chapter shall consist of a president, president-elect, and a secretary-treasurer and two directors. Section 2. The president-elect shall be elected every two years and the secretary-treasurer and one director shall be elected annually from the membership. Each officer shall perform the duties of their respective offices until their successors shall qualify. Section 3. The president-elect will automatically become president for the ensuing two years. Section 4. No officer, except the secretary-treasurer, shall be eligible for reelection to the same office until one year from the date the officer’s term of office expires. The secretary-treasurer may be re-elected for more than one year. Section 5. Term of office shall begin following the annual meeting in which of officer was elected. Section 6. The president shall preside at meetings of the Chapter, shall be chairman of the board of directors, shall appoint all committees including those established by the board of directors, and shall perform all other duties usually vested in this office. In the absence of the president, the president-elect shall perform the duties of the president. Section 7. Duties of secretary-treasurer shall be those usually pertaining to this office. The secretay-treasurer shall issue notices of annual or special meetings as determined by the board of directors. The secretary-treasurer shall be responsible for all funds of the Chapter, and shall be bonded if the board of directors determines that bond is needed, and at the Chapter’s expense. The secretary-treasurer’s accounts shall be audited at the close of the operations year as directed by the president. A financial report will be presented at the annual meeting. Section 8. Vacancies among officers shall be filled from the Chapter membership for the unexpired term of office by vote of the board of directors. Article VI – Elections Section 1. Candidates for office of president-elect, secretary-treasurer, and one director shall be selected by a nominating committee named by the president. Section 2. Nominations shall be submitted to the entire membership not later than fifteen (15) days prior to the annual meeting. Voting shall be by secret ballot. Additional nominations may be made by write-in vote. Sealed ballots shall be returned to the secretary-treasurer prior to the annual meeting and delivered unopened to a committee named by the president for counting. A candidate receiving a plurality of the votes cast for each office shall be declared elected. Article VII – Board of Directors Section 1. The governing body of the Chapter shall be the board of directors consisting of the president, president-elect, secretary-treasurer, immediate past president, and two directors elected by the Chapter membership according to provisions in Article IV. Section 2. Term of two (2) elected directors shall coincide with those of the other elected officers. Their term of office shall begin according to Article V, Section 5. Section 3. The board of directors shall (1) have the power to fill any vacancies occurring in its offices; (2) recommend to the Chapter for action bylaw consistent with the bylaws of the Society; (3) provide direction of expenditures and funds; and (4) perform such duties as may be hereinafter prescribed. Section 4. Meetings of the board of directors shall be called by the chairman or upon request to the president by a quorum of the board of directors. Except in cases of emergency, all members of the board of directors shall be notified at least ten (10) days in advance of the date and place of the meeting and of business to be acted upon. Section 5. One-half of the members of the board of directors shall constitute a quorum for transaction of business. Article VIII – Committees and Delegates Section 1. The president shall appoint the members of such committees as may be established by the board of directors for any purpose within the scope of the objectives of the Chapter. Section 2. No committee may expend funds unless authorized by the board of directors. Section 3. The board of directors of the Chapter shall select a delegate and an alternate delegate. The delegate or alternate, if the delegate is unable to attend, will represent the Chapter in the House of Delegates during the Society annual meeting. Section 4. Selection of the delegate will be made by the board of directors prior to March 15 and certified to the Society prior to April 1. Article IX – Meetings Section 1. The Chapter shall hold an annual meeting and such other meetings of the board of directors may direct, at place and date elected by the board of directors. Section 2. Notices of Chapter meetings shall be given by the secretary-treasurer to all members at least ninety (90) days prior to the meeting date. Article X – Status and Dissolution Section 1. The Chapter is a nonprofit organization without capital stock, dedicated to the furtherance of conservation for benefit of the general public, not for the monetary profit or gain of its members. Section 2. This Chapter may be dissolved by resolution requesting dissolution if passed by a majority of members voting by mail, provided that notice of such action has been mailed to all members at least fifteen (15) days prior to closing date for mail ballots. Section 3. If dissolution is favored in accordance with Section 2, the last board of directors shall pay all just debts of the Chapter out of Chapter funds, transfer all remaining monies and assets to the Society. All records, correspondence, and other papers shall be forwarded to the Society. Article XI – Parliamentary Authority Section 1. The rules contained in "Robert’s Rules of Order – Revised" shall govern the Chapter in all cases to which they are applicable, and in which they are not consistent with the bylaws or special rules of order of this Chapter. Article XII – Amendments to Bylaws Section 1. These bylaws may be amended by a majority vote of mail ballots of Chapter members present at a regular meeting provided the proposed changes have been mailed to all members at least fifteen (15) days prior to the closing date for mailing ballots or date of meeting, if vote is to be taken at the meeting. Section 2. No bylaw provision or amendment may be adopted which is not in keeping with the Society bylaws or the educational and scientific purposes of the Chapter. Upon official notification by the Society that a provision or amendment not in keeping, and after due opportunity for hearing the Chapter, such provision amendment shall be void and of no effect. Section 3. Amendments shall, unless otherwise provided therein, be declared being in effect upon receiving a majority of votes cast by the members voting. Article XIII – Effective Date These by-laws were adopted by majority vote of mail ballots of the membership on July 7, 1989. Ernest W. French, President
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