Article I - Name
Section 1. The name of the Foundation shall be the "North Dakota Soil and Water
Conservation Foundation" hereafter referred to as the Foundation (incorporated under
the North Dakota Nonprofit Corporation Act).
Article II Purpose
Section 1. To operate exclusively for educational and charitable purposes within the
meaning of Section 501(c)(3) of the Internal Revenue Code of 1954 as now enforced or as
hereafter amended.
Section 2. To provide financial assistance and support to all facets of Soil and Water
education within North Dakota.
Section 3. To obtain contributions, donations, gifts, bequests, or devises entirely for
the development of an endowment fund of North Dakota Soil and Water Foundation, the
interest therefrom to be used for the purposes announced in this Article, except for
amounts sufficient to meet costs of incorporation, development of the aforesaid endowment
fund, and expenditures incidental.
Section 4. In the event that a donor conveys real estate or an interest therein to this
corporation to assist in carrying out the aforesaid purpose, this corporation may return
such real property, or may sell said real estate, and in furtherance of such sales, the
Board of Directors may delegate to designated officers of this corporation necessary
authority to sell said real estate either privately or publicly, except that no member of
the board of directors may purchase any property sold by this corporation by private
sale. Upon sale of said real estate, officers of this corporation as designated by the
Board of Directors shall execute deeds of conveyance, contracts for deed, leases, and
accept mortgages from purchasers. In the event that this corporation may become a party as
a remainderman, and should it ever be required to join in executing a lease on real
property included in such remainder, then this corporation may become a party to such
leasehold. This corporation shall have full and complete authority to develop, manage and
operate any real estate received by this corporation, and such development, management or
operation shall be at the direction of the Board of Directors, North Dakota Soil and Water
Foundation.
Section 5. In the event that a donor shall donate and convey grains, livestock, stocks,
bonds, securities. or any other types of valuable property,. this Foundation may .retain,
sell, or exchange such property as deemed advisable by the-Board of Directors, of the
Foundation, and in furtherance of such sale or exchange of such property, the Board of
Directors may delegate to designated officers of this corporation necessary authority to
sell such property either by public or private sale, and pursuant thereto execute all
necessary documents of transfer and sale. However no such property shall be sold at
private sale to any member of the Board of Directors, of the Foundation.
Section 6. To engage in any and all lawful activities incidental to the foregoing
purposes except as restricted herein, or by Chapters 10-24 through 10-28 of the North
Dakota Century Code, or by Section 501(c)(3) of the Internal Revenue Code of 1954, as now
enforced or hereafter amended.
Section 7. The foregoing statement of corporate purposes shall not be construed as
restricting or limiting in any way the general powers of this corporation, or their
exercise and enjoyment, as they are expressly or impliedly granted by Chapters 10-24
through 10-28 of the North Dakota Century Code and known as the "North Dakota
Non-profit Corporation Act", except those powers not in furtherance of exempt
purposes under Section 501(c)(3) of the Internal Revenue Code of 1954 as now enforced or
hereafter amended.
Section 8. No part of the net earnings of the Foundation shall inure to the benefit of,
or be distributed to, its officers, directors, or other private persons, except that the
Corporation shall be authorized and empowered to reasonable compensation for services
rendered and to make payments and distributions in furtherance of the purposes set forth
in Article II hereof.
Section 9. No part of activities of the Foundation shall consist of carrying on
propaganda or otherwise attempting to influence legislation; nor shall it in any manner,
or to any extent, participate in or intervene in any manner to any extent participate in
or intervene in (including the publishing or distributing of statements) any political
campaign on behalf of any candidate for public office; nor shall the corporation engage in
any activities that are unlawful under applicable federal, state or local laws.
Section 10. Upon dissolution of the Foundation, all remaining Foundation assets shall
be distributed to North Dakota Chapter of the Soil and Water Conservation Society or like
organization to be used by respective individual chapters or Soil and Water Conservation
Society exclusively for educational purposes within its meaning of Section 501(c)(3) of
the Internal Revenue Code as amended.
Article III Location and Headquarters
Section 1. The headquarters of the Foundation shall be the office or home of the
Corporations Registered Agent or the address designated by the Board of Directors.
Section 2. The area shall be the State of North Dakota as covered by the North Dakota
Chapter of the Soil and Water Conservation Society.
Article IV - General Powers
.Section 1. The Corporation shall have its powers in accordance with Chapters 10-24
through 10-28 of the North Dakota Century Code except for those powers not in furtherance
of exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of
1954, as now enforced or hereafter amended.
Article V - Membership in the
Foundation's
Board of Directors
Section 1. The affairs of this corporation shall be managed by its Board of Directors.
Section 2. The Foundations Board of Directors shall consist of five (5) persons serving
staggered five year terms appointed by the North Dakota Chapter of the Soil and Water
Conservation Society executive committee. Persons shall serve until the successor has been
duly qualified and appointed.
Section 3. The North Dakota Chapter of the Soil and Water Conservation Society
Past-President and President shall serve as nonvoting members of the Foundation's Board of
Directors to facilitate and assure communication between the Foundation and the North
Dakota Chapter of the Soil and Water Conservation Society.
Section 4. No proxy shall be permitted in the voting of the Board of Directors.
Section 5. A simple majority of the Board of Directors shall constitute a Quorum as a
meeting of the Board of Directors.
Section 6. All directors shall be at least 18 years of age and may serve consecutive
terms. Directors need not be Soil and Water Conservation Society members, but should be
persons of demonstrated expertise in financial, business, or agricultural matters and have
expressed a commitment to soil and water conservation education.
Article-VI Officers
Section 1. The Foundation officers shall consist of President, Vice--President, and
Secretary/Treasurer, selected by the Foundation's five-member Board of
Directors from
among the Board.
Section 2. No individual shall hold more than one position on the Board of Directors
except the Secretary/Treasurer, who may also serve as registered agent
as determined by
the Directors.
Section 3. The term of office of appointed directors shall commence immediately
following the appointment, and shall perform the duties of their respective offices until
their successors shall qualify.
Section 4. The Board of Directors is responsible to conduct the business of the
Foundation and supervise all its activities.
Article VII - Board of Director Appointments
Section 1. The initial Board of Directors shall be appointed by the North Dakota
Chapter of the Soil and Water Conservation Society executive committee.
Section 2. Before any candidate is appointed, it shall first be ascertained that they
are willing to serve.
Section 3. Candidates may be from any Soil And Water Conservation Society Chapter in
North Dakota.
Section 4. Candidates may be nominated by a member of the North Dakota Chapter of the
Soil and Water Conservation Society. Nominations shall be submitted not later than 30 days
prior to the expiration of the Director’s term of office.
Section 5. Vacancies of unexpired terms on the board may be filled by the Foundation
President, with the consent of the Board of Directors, if the period remaining is not more
than 2 years. For periods greater than 2 years, a vote of the Board of Directors is
required.
Article VIII - Committees
Section 1. The Foundation Board President, with the advice of the Directors, shall
establish committees to facilitate the activities of the Foundation within the scope of
its purposes and objectives, The Foundation President will appoint the head of each
committee.
Section 2. Committee heads will report and make recommendations to the Foundation
President as requested.
Article IX - Meetings
Section 1. Meetings of the Board of Directors shall be held at-such time and place as
deemed necessary by the Foundation President to promote the purposes of the Corporation
and the purposes of the Foundation.
Article X - Equal opportunity
Section 1. All programs and activities of the Foundation are administered without
discrimination in its programs on the basis of race, color, national origin, sex,
religion, age, disability, political beliefs, and marital or familial status.
Article XI Status and Dissolution
Section 1. The Foundation may be dissolved by a resolution requesting dissolution
passed by a majority of Directors voting by mail ballot or at a meeting called for the
purpose, providing that notice of such action has been mailed to all Directors at least 60
days prior to closing date for mail ballots, or date of meeting, if the vote is to be
taken at a meeting.
Article XII - Amendments
Section 1. The initial bylaws of the Corporation have been adopted by its Board of
Directors.
Section 2. Bylaws may be adopted, amended, or repealed by the Board of
Directors. Any member of the Board of Directors may propose the adoption, amendment, or
repeal of other bylaws to the Board of Directors by a majority vote of mail ballots at any
meeting of the Foundation providing notice of all proposed changes has been mailed to all
Directors at least 30 days prior to date of meeting, if the vote is taken at the meeting.
Article XIII - Communication and Reports
Section 1. The Board of Directors shall submit an annual financial report to the North
Dakota Chapter of the Soil and Water Conservation Society and to the Soil and Water
Conservation Society and such other information as the Soil and Water conservation Society
shall require.
