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By-Laws of the Eastern Connecticut Resource
Conservation and Development Area, Inc.

(Adopted 11/01/03) * (Revised 08/25/03)

P R E A M B L E

The purpose of the Eastern Connecticut Resource Conservation and Development Area, Inc., through its council, is to work closely with the soil and water conservation districts, regional planning agencies, councils of government, municipalities, and their agencies to help establish objectives, take stock of resource potentials, make plans, set priorities, and carry out planned steps to reach those objectives.

The RC&D Program will be a joint effort of federal, state, regional and local agencies, and private groups. It will operate within Connecticut’s existing structure for resource planning and development at the state, regional, and local levels.

The Council will coordinate RC&D activities of the area, make policy, review project proposals, and take other action as necessary to expedite the Resource Conservation and Development Program.

ARTICLE I
NAME AND PURPOSE

Section 1. The name of the organization shall be the Eastern Connecticut Resource Conservation and Development Area, Inc.

Section 2. The organization is an independent, non-profit, non-partisan, incorporated group, having as its primary concern the acceleration of the conservation, development, and wise use of the natural resources within the Resource Conservation and
Development Area.

Section 3. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, officers, directors, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose set forth in Article One hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in any political campaign on behalf of any candidate for public office (including the publishing or distribution of statements). Notwithstanding, any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 127(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

Section 4. Upon the dissolution of the corporation, the executive council (RC&D council), after paying or making provisions for the payment of all the liabilities of the corporation, shall dispose of all the assets of the corporation exclusively for the purpose of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as a tax-exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the council (RC&D council) shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organizations or organizations, as said court shall determine, which are organized and operated exclusively for such purposes as listed above.

ARTICLE II
MEMBERSHIP

Section 1. AREAS: the area shall include those towns included within Capitol, Windham, Northeastern, Southeastern, Midstate, and Connecticut River Estuary Regional Planning Agencies and/or Councils of Governments, and the non-affiliated Towns of Union and Stafford.

Section 2. COMPOSITION: The council (RC&D council) shall be composed of two categories of members, voting (sponsoring) and non-voting (at large). Sponsoring members, which may be organizations or individuals, will have one voting seat on the council. At large members will hold non-voting seats on the Council.

Section 3. SPONSORING MEMBERS:

  • Eastern, North Central, and CT River Coastal Conservation Districts will be sponsoring member organizations. Voting representatives to the Council will be appointed by the Board of Supervisors of the Eastern, North Central and CT River Coastal Conservation Districts.
  • Regional Planning Agencies and/or Councils of Governments will be sponsoring organizations. Voting representatives to the Council will be
    appointed by the Windham, Northeastern, Southeastern, Capitol, Midstate, and Connecticut River Estuary organizations.
  • Sponsoring member organizations can also include, but are not limited to the following:
    • Incorporated cities and towns
    • Non-profit organizations or agencies based in the RC&D area
    • Chambers of commerce
    • Private or corporate non-profit foundations
    • Native American tribal bodies
  • Individual sponsoring members with expertise in a key RC&D focus activity.
  • Sponsoring members may be added or deleted at any time, as determined
    by a two-thirds vote of the Council.

Section 4. AT-LARGE MEMBERS: Shall consist of individuals, private companies,
corporations, and organizations, with a desire to be actively involved in the
corporation and to whom the Council has offered this category of membership.
At-large members may be added or deleted at any time, as determined by a
majority vote of the Council.

Section 5. Organizations eligible for ex-officio participation may include, but are not limited to the following:

  • USDA, Natural Resources Conservation Service
  • USDA, Forest Service
  • USDA, Farm Service Agency
  • Connecticut Department of Environmental Protection
  • State Department of Agriculture
  • Cooperative State Research, Education and Extension Service

Section 6. TERMS: Each sponsor shall appoint members to the council for terms of three years.

Section 7. ALTERNATE MEMBERS: Each sponsoring organization shall appoint one alternate member for each regular member. Each alternate member may attend all meetings and may vote in absence of the regular member.

Section 8. VACANCIES: It shall be the responsibility of the sponsoring member to fill vacancies as they occur.

Section 9. MEETING ATTENDANCE: If a council member or alternate should fail to attend three consecutive regular meetings, the secretary shall notify the sponsoring member of these absences and may request that the member be replaced.

ARTICLE III
OFFICERS AND DIRECTORS

Section 1. The president, vice president, vice president for information/education, secretary, and treasurer of the council shall be elected for a term of one year from the regular voting membership at the annual meeting held each May or June.

Should any vacancies occur prior to the annual meeting, the voting membership shall elect at the next regular meeting a successor to complete the term of the vacant council office.

Section 2. These officers of the council shall also be directors of the corporation.

Section 3. The fiscal year shall be from July 1 through June 30, of the following year.

Section 4. Committees may be established for the purposes of the council as needed. The council will appoint the Chair of established committees. The Chair will appoint members to the committee with ratification of the council. Individuals other than council members may be appointed to serve on committees.

ARTICLE IV
DUTIES OF THE OFFICERS AND DIRECTORS

Section 1. PRESIDENT: to preside at all meetings of the organization and take such actions as are authorized by the council and these by laws.

Section 2. VICE PRESIDENT: act for the president in his/her absence and responsible for plans of work; area plan, and annual reports.

Section 3. VICE PRESIDENT FOR INFORMATION/EDUCATION: shall be responsible for maintaining contact with the news media, and other outreach activities and accomplishments of the corporation.

Section 4. SECRETARY: to keep records of the organization; reproduce and provide members with copies of the minutes; notify members, alternates, and sponsors of all meetings and provide them with an agenda at least ten days before each meeting; and maintain on file a current appointment letter for each member.

Section 5. TREASURER: to keep financial records and provide a financial report annually or as often as requested by the council; disburse funds at the direction of the council; and ensure that financial audits are conducted in accordance with Federal and State laws, and generally accepted accounting practices.

Section 6. DIRECTORS: to authorize business transactions of the corporation or its officers
as may be required of a board of directors.

ARTICLE V
AUTHORIZATIONS

Section 1. The signature of two council officers designated with signing authority shall be required on all checks, drafts, or notes on behalf of the corporation. The President and Treasurer shall be designated with signing authority. Signing authority may be designated to other voting members by the council.

Section 2. The president is empowered as authorized by the council to sign all contracts on behalf of the corporation. Both specific and blanket (categorical) authorizations shall be acceptable.

Section 3. All funds of the Council shall be deposited to the credit of the Council only in such banks, trust companies, or other depositories as the Council determines.

Section 4. The officers and members are authorized to accept monies on behalf of the corporation, and distribute monies with the consent of a majority of the members at a meeting for which a quorum is present.

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