Article III
(continued)
Notwithstanding any other provisions of this
Constitution and Bylaws, the Association shall not carry on any other
activities not permitted to be carried on:
(a) by an association or corporation exempt from Federal income tax
under Section 501(c)3 of the Internal Revenue Code;
or, (b) by an association or a corporation, contributions to which are
deductible under Section 170(c)2 of the Internal Revenue Code.
Article IV -- Authority - Place of Business -
Membership - Dues
Section 1:
Authority.
The governing
authority in the direction and control of the affairs of the Association
shall rest in the membership. All
Missouri Soil and Water Conservation Districts shall be considered members of
this organization.
The
State Association shall have authority
to employ personnel and to acquire and own such supplies, equipment, and
properties as may be necessary for carrying out the objectives of the
Association. The Association shall
represent the Soil and Water Conservation Districts in the State of
elect a
board member and alternate to the National Association of Conservation
Districts. The Association shall have
the power to enter into agreement with interested groups and agencies as may be
necessary to carry out the purpose and objectives of the organization.
Section 2:
Place of Business.
There shall be two principal business centers for the
Association. The first shall be the
office of the Association of Missouri Soil and Water Conservation
Districts. The second shall be the place
most convenient to the President of the Association for the carrying on and
directing of the affairs of the Association.
Section 3: Membership.
The membership of the Association shall consist of three (3) classifications:
A. Active
Voting Members: Shall be the Soil and Water Conservation
Districts of
B. Associate
Members: Associate members of the Association shall
consist of any individual, company, corporation, or agency interested in
supporting, either financially or through active participation,
the conservation, improvement, management, and multiple use of the natural
resources of the State of
C. Advisory
members. At the annual meeting, the
President shall appoint the Advisory members.
These members shall not vote nor be counted for a quorum.
Section 4: Dues.
A. The dues in the Association shall be paid annually and shall be due on
January 1 of the current calendar year. Dues shall be mailed to the Treasurer
and deposited upon receipt. In the absence of the Treasurer or Assistant
Treasurer, the Director shall receive the funds from their respective district
and promptly forward to the Treasurer or Assistant Treasurer for immediate
deposit.
B. All dues must be paid thirty (30) days prior
to the annual meeting in order for Delegate or alternate to be eligible to
vote.
C. Any change in the yearly dues of the Active Voting Member shall be as
recommended by the Board of Directors of the Association and approved by the
active voting delegates at the Annual Meeting of the Association.
Article V -- Meetings – Resolutions - Qualifications -
Quorum
Section 1:
Meetings.
A. Annual
Meeting: The Annual Meeting of this Association shall
be held at such time and place as may be designated by the Board of Directors
of the Association. The Directors shall
send or have sent written notice to all members at least
10 days prior to the date set. Notice
shall state time and place and shall include notice of special business that is
to be presented over and above the ordinary or regular business.
B. Resolutions:
Resolutions to be brought before the
Annual Meeting must be received
by the MASWCD office from the Resolutions Committee before
the Board Meeting prior to the Annual Meeting.
Resolutions not submitted prior to that Board Meeting must be brought
before the voting delegates in
writing and receive a two-thirds vote of voting delegates present in order to bring the resolution to the floor
for discussion. Resolutions may be sent
by regular mail or electronic mail to the MASWCD Executive Director by close of
business on August 31. The MASWCD
Executive Director shall acknowledge receipt of resolutions to each submitting
district by electronic mail.
C. Special Meetings: May be called
at any time by the President or a majority of the Board of Directors or upon
written request of one-third of the active voting members of this
Association. Notice of special meetings
shall be given in the same manner as provided for regular meetings. No business may be transacted at a special
meeting other than that stated in the call, however a
quorum is necessary to conduct business.
Each District who has paid MASWCD dues for the current year is allowed
one vote.
D. Area Meetings: Each area, as
designated by the Association, shall hold an annual meeting for the purpose of
conducting area business. Each District
who has paid MASWD dues for the current year is allowed one vote,
however a quorum is necessary to conduct business.
Section 2:
Qualifications.
The qualifications for voting delegates at Annual Association
Meetings shall be that they must be District Supervisors appointed by a
District Governing Body.
Section 3:
Quorum.
At any meeting of the Association except Annual Area Meetings, a majority of
the voting membership shall constitute a quorum for the transaction of business
and a simple majority vote shall be decisive.
At Annual
Area Meetings, the quorum shall be one-fourth of the Districts in the Area who
have paid MASWCD dues for the current year, with a simple majority vote being
decisive.
At the Board of Directors' meetings, the quorum shall
be five Directors and a simple majority vote [3] is decisive. In case a quorum is not present, the
Directors in attendance may submit propositions in writing to those Directors
not present for their approval or rejection by mail. Five affirmative votes shall validate the
proposal. A Conference Call may be
conducted provided that all voting participants are able to hear all
conversations and debate may be heard by all.
A conference call will qualify for the conduct of regular or special
meetings with the proper quorum being observed when conditions make it
impossible to hold a regular or special meeting. A Conference Call may not for be used for a
Closed Session Meeting. Participation in
Conference Calls shall be by Directors only.
Article VI -- Board of Directors -
Officers - Organization Units
Section 1:
Board of Directors.
A.
Qualifications for Directors and Alternates: Directors and
alternates must be duly elected members of a governing body of a Soil and Water
Conservation District in
B. Board of
Directors: The business, property, and affairs of this
Association shall be conducted b y a Board of Directors composed
of a Director from each Area hereinafter designated. Alternates shall serve only in the case of
inability of the duly elected Director or if the Director is called out of a
regular or special meeting, their Alternate can replace said Director in order
to preserve representation of the district so affected. Directors
and alternates shall be elected by members of each respective Area at Area Meetings in the even years
C.
Nominating Committee. A Nominating Committee shall be appointed
by the Area Director and will provide a
slate of nominees with background information to all SWCDs in their respective
areas no later than 2 weeks prior to the Annual Area Meeting. The
Chair of the Nominating Committee will conduct the election at the Annual Area Meeting with the
candidates being those on the slate of nominees and nominations from the
floor. The vote will be by ballot. A quorum is necessary for an election to be
held, each District is allowed one vote. Only Supervisors attending the Area
Meeting can cast their District's vote, and the District must be current with
the MASWCD treasurer in order to vote.
In case a quorum is not present, the MASWCD Board of Directors will
appoint an Area Director for that Area from
the slate of nominees. The names and
addresses of the newly elected Area Director and Alternates shall be reported
by the Area to the MASWCD President no later than one month following the Area
Meeting.
Section 2:
Officers of the Association.
A. The Officers of the Board of Directors shall
serve as the Officers of the State Association.
B. The President shall call the elected Directors together at the Annual
Meeting for the election of three (3) Vice-Presidents in even number years. The President then completes the organization
by appointing a Treasurer, an Assistant Treasurer, Committee Chairmen and the Advisory
Members.
C. At the Board meeting, during the Annual Meeting, the Director who
becomes President shall be succeeded immediately by his/her First Alternate for
the Area.
D. The decision of the Board of Directors as to the policies and
activities of the Association shall be final and a report thereof given to the
Annual Meeting.
E. Executive Director. The Board of
Directors may appoint an Executive Director to serve under the direction of the
Board. The Executive Director shall not
be eligible to vote.
Section 3. Organization Units.
The organization of the Association shall be composed
of all Soil and Water Conservation Districts in
For the purpose of providing representation on the
Board of Directors, Districts are grouped into Areas with one representative from
each Area elected to the Board of Directors.
The number and boundaries of Areas shall be recommended by the Board of
Directors and approved by delegates at the Annual Meetings. An Area Director and two Alternates shall be
nominated for each area and elected at the respective area meetings.
Article VII -- Eligibility - Term of Office -
Compensation - Duties
Section 1:
Eligibility.
A. Eligibility
for Directors: In order to become eligible for nomination
and election to the Board of Directors of this Association, a candidate must be
a duly elected member of the governing body of a local Soil and Water
Conservation District.
B. Eligibility
for Committee Membership: Any person shall be eligible to serve as a
voting member on any one of the Association's Committees. They shall be appointed by the President of
the Association, and approved by the Board of Directors of the Association.
Section 2: Term
of Office.
A. President: The term of
the President shall be for two (2) years. The Vice Presidents shall be elected bi-annually at
the conclusion of the Annual Meeting and Conference activities.
B. Term of Office. The President and three (3) Vice Presidents shall serve for a term of
two years or until their successors are elected.
C. Board of
Directors: Association Area Director and alternates
shall be elected for a 2-year term in even numbered years and shall serve until
their successors are elected.
Section 3:
Compensation.
The President, Vice Presidents, and the Directors of
this Association shall serve without compensation; however, a per diem and
their travel expenses for official business of the Association may be paid by
an amount to be determined by the Board of Directors.
The Board of Directors shall fix the salary and
expenses of the Secretary and Treasurer.
Section 4: Duties.
A. Duties of the President: The President shall
-- be the
Chief Executive Officer of the Association.
-- preside
at all meetings of the members and at all meetings of the Board of Directors.
-- appoint a Bylaws committee of three, a Resolutions Committee of three and
any other Standing or Special committee as needed.
-- shall be ex-officio member of all committees,
both special and standing except the nominating committee
-- carry
out the directives of the Association Board.
B. Duties of the
Vice Presidents: The Vice Presidents shall perform the
duties of the President in their order of seniority when the President is
absent or unable to serve.
C. Duties of the Past President: The Past President shall act in an
advisory role to the President during the President’s term.
D. Incapacity of
Officers: Should any officer of the Association become
incapacitated, the State Association Board shall have the authority to declare
the office vacant and appoint an Officer pro tem to carry out the duties of the
office until the next Annual Meeting.
E. Duties of the
Area Directors: It shall be a duty of the Board of Directors
to periodically review the Constitution and Bylaws of the Association.
F. Duties of
the Resolution Chairman: The Resolutions Committee may meet either by
conference call or e-mail to review all resolutions material that is submitted
to said committee.
All proposed material must be received by the Resolutions Committee prior
to August 31 so they may present their decisions to the Board of Directors
Meeting.
Article VIII -- Board Meetings - Committees
Section 1:
Board Meetings.
A minimum of three (3) regular meetings of the Board
of Directors shall be held during the business year. Special meetings of the Board of Directors
may be called by the President or by request of five Board members.
Section 2:
Committees.
The President shall appoint all necessary committees,
representatives, and delegates subject to the approval of the Board of
Directors.
Article IX -- Finance - Service - Sundry Provisions
Section 1:
Finance.
A. Depository: The funds of
this Association shall be kept in a Federally-Insured Bank designated by
resolution by the Board of Directors.
Such a depository should be convenient and readily accessible to the
Treasurer.
B. Signatures: The signatures
of the President, Treasurer, and his designee, shall be on file with the
designated depository.
C. Bond: The Treasurer,
the President and Assistant Treasurer shall be required by the Board of
Directors to give bond for the faithful discharge of duties in such sum and
with such surety as may be determined by the Board of Directors. The premium on any corporate fidelity bond so
required shall be paid by the Association.
D. Audit: The book and
accounts of the Association shall be audited once each year.
Section 2:
Distribution of Assets.
No distribution of the property of this Association
shall be made until all debts are fully paid, and then only upon its final
dissolution and surrender of organization and name, and as otherwise provided
by law: nor shall any distribution be
made except by majority vote of the members of the Association at any regular
or special meeting, and only after due notice has been given as prescribed by
the Constitution and Bylaws. In case of
final dissolution of the Association, any funds remaining after all expenses
and obligation are fully satisfied shall be distributed to an organization
described in section 501c3 of the Code, designated by the Board of Directors, or
to the State of Missouri to be used exclusively for a public purpose.
Section 3:
Fiscal Year
The fiscal business year of this Association shall
begin with the first day of January and terminate with the thirty-first day of
December. Internal financial reporting
shall be from Annual Meeting to Annual Meeting.
Section 4:
Rules of Order.
The proceedings of this Association shall be conducted
under and pursuant to Robert's Rules of Order, except as herein otherwise
provided.
Section 5:
Amendments.
The Constitution and Bylaws may be amended by a
two-thirds vote of the quorum of voting members present at the Annual or
special meetings of the Association, provided that due notice of the proposed
amendment, or amendments, has been mailed or electronically mailed to each
member not less than 10 days previous to the date of the meeting. Within 5 days
of receipt, each District shall
acknowledge receipt of proposed amendments to the President of the Association.
TERMS
USED FREQUENTLY
1. State Soil and Water Districts Commission. Composed of six farmer members appointed by the Governor. The Dean of the College of Agriculture, UMC; Director, Department of Natural Resources; and Director, Department of Agriculture, serve on the Commission as ex - officio members.
The Commission is responsible for administering Soil and Water Conservation District policies, rules, and procedures.
2. SWCD or
Soil and Water Conservation District. Includes all or part of the land area
in a county designated as a body corporate officially named the Soil and Water
District of
3.
4. NACD. A private National Association of Conservation Districts. Districts are the members represented by the State Associations on the NACD Council. They have the same organization and purposes as the State Association and are operating on a National basis.
5. NRCS or Natural Resources Conservation Service. An agency of the U.S. Department of Agriculture with staff and facilities to work with SWCD governing body at its request.
PERSONNEL
1. District Supervisor. One of four landowner or land representative members elected to administer the SCD Program of soil and water conservation in the District. The fifth member, an Extension Specialist of Missouri Agricultural Extension Service, also serves as secretary.
2. Natural Resources Conservation Service Personnel. Technical employees of the Natural Resources Conservation Service who have been assigned to assist the local Soil and Water Conservation District, through a memoranda of understanding with the Soil and Water Conservation District, State Soil and Water Districts Commission, and the Natural Resources Conservation Service.
3. District Conservationist or DC. An employee of the Natural Resources Conservation Service who is in charge of Natural Resources Conservation Service staff within the District.
4. Director of Staff, Department of Natural Resources. Directs the staff of the State Soil and Water District Commission. Assists the Commission in carrying out its responsibilities in developing programs and other educational, administrative, and related duties.
5.
DOCUMENTS
1. Cooperative Working Agreement. An agreement between (1) each District board, (2) the Natural Resources Conservation Service, and (3) the State Soil and Water Districts Commission. The agreement outlined the responsibilities of each of the three agencies.
2. District Program. A written statement of the conditions and problems within the District, the solutions for the problems, and the goals to be reached. It is a long range program of soil and water conservation.
3. Annual Plan of Action or APA. A document prepared annually listing the activities that will be carried out by the Board of Supervisors with the assistance of other agencies during the calendar year.
4. District Cooperator Agreement. A cooperative agreement form signed by a landowner in making a formal request to the District for assistance. When this agreement is approved by the District Board the landowner becomes a District Cooperator.
5. Conservation Plan. Includes maps and a recording of the cooperators' decisions on how he or she will use and treat his or her land.
6. Soil District Annual Report. A statistical and narrative report made by each District Board each year to the State Soil and Water Districts Commission.
7. Local Operating Agreement. An agreement between a District Board and any partners they work with on a local level including NRCS, Extension, private organizations, etc. This will be updated annually.
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MASWCD President |
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MASWCD Executive Director |