Article I. Name
The name of the organization shall be Watershed Association of the Tellico Reservoir (WATeR).
Article II. Mission
The Watershed Association of the Tellico Reservoir (WATeR) supports policies and projects that protect and improve the environment in and around Tellico Reservoir. The association is non-profit and non-partisan. The focus is on issues, policies, and practices that promote clean air, water, and natural habitat so that humans can live, work, and play in harmony with native plants and animals as well as with each other. The association strives to work cooperatively with governmental agencies and private organizations with similar goals and responsibilities for environmental protection and appropriate quality economic growth. Public education and demonstration projects are emphasized to make people aware of environmentally friendly practices that affect the watershed. WATeR strives to involve all stakeholders and to represent everyone interested in preserving and enhancing the environmental quality of the Tellico Reservoir Watershed.
Article III. Membership
Section 1. Eligibility
Membership in WATeR shall be open to any individual, family, business, or organization that subscribes to the mission of the association.
Section 2. Dues
The Board of Directors shall set the dues of the association annually. Dues shall be paid on a calendar year basis. Dues paid by new members during the last quarter of the year shall be credited to the following year’s membership.
Article IV. Voting of Members
Section 1. Multiple Voting
Any individual member may cast only one vote on any issue called to a vote. Up to two individuals may represent a family, business, or organization, and each of those two individuals may cast one vote on any issue called to a vote.
Section 2. Casting Ballots
A member must be present at a meeting at the time the vote is called in order to vote. No member may authorize another to cast a proxy vote on their behalf.
Section 3. Referenda
The Board of Directors may at any time solicit reactions from members through a survey. The Board resolution authorizing the referendum shall indicate whether the results shall be considered advisory or binding on the Board. The annual meeting may initiate an advisory or binding referendum and shall specify the exact wording of the question and the required follow-up action by the Board. Members shall have a specified number of days to return the response forms. Results of the referendum shall be presented to the general membership within a specified time of the response deadline.
Article V. Membership Meetings
Section 1. Annual Meeting
The annual meeting of WATeR shall be held in the vicinity of the Tellico Reservoir during the fourth quarter of the calendar year. The Board shall arrange the time and location of the meeting. The agenda shall include board member elections, discussions of activities, and member concerns. The President and Treasurer shall report on the activities and financial condition of WATeR. The Board President will preside.
Section 2. Special Meetings
A special meeting of the association may be called at any time by the Board President, by majority vote of the Board, or by written request of one-twentieth of the members. The agenda of a special meeting may include any items properly brought before an annual meeting.
Section 3. Informational Meeting or Social Event
The association may sponsor a variety of meetings and events designed to provide educational, recreational, or social opportunities for its members and their guests. It may also sponsor fund-raising activities. If business is to be conducted at such events, the notice requirement for special meetings must be met.
Section 4. Notification
Notice to all members must precede every annual meeting, social event, or special membership meeting. The Board shall select the method of notification, which may be satisfied by a posting on the WATeR web site, email, or U.S. Mail. Members must be notified of annual meetings at least 10 days and no more than two months prior to the meeting and at least 7 days prior to a special meeting or social event. The notice shall summarize any proposed changes in the by-laws and shall highlight any proposals to dissolve the association.
Section 5. Quorum
Any number of qualified voting members attending a meeting shall constitute a quorum.
Section 6. Procedures
Roberts Rules of Order shall be in force at public meetings. Non-members of the association may be recognized to speak at WATeR functions at the discretion of the presiding officer who shall serve as parliamentarian.
Article VI. Board of Directors
Section 1. Responsibilities and Duties
A Board of Directors shall establish the policy for WATeR. The Board shall:
- Determine the direction and functions of WATeR and provide the necessary organizational structure whereby policies and procedures may be formulated, including guidelines for committees;
- Make final approval and have authority for all programs, dues, and budgets;
- Have fiscal responsibility and accountability for all aspects of WATeR activities;
- Establish and dissolve committees as necessary to accomplish the mission of the association; and
- Periodically reevaluate the association’s purposes, the effectiveness of its activities, and redirect its functions per changing needs of the Tellico Reservoir Watershed environment.
Section 2. Board Membership
The Board shall consist of ten directors. Up to four members may be elected to represent Specified Geographical Regions of the watershed with the remaining members elected at large. The Board shall designate the Specified Geographical Regions of the watershed as appropriate to emphasize activities and participation of special interests and focus of WATeR. All members of the Board must reside, work, or own property in the Tellico Reservoir Watershed.
Section 3. Terms of Office of Board Members
The terms of office of the ten Board members shall be two years and shall commence upon their election at the annual meeting. The terms shall be staggered to facilitate continuity on the Board, with four or five members elected annually. Except for the Treasurer, Board members may serve two consecutive terms and may be again eligible for reelection to the Board after an absence of one year from the Board. At the discretion of the Board, the Treasurer may serve for more than two two-year consecutive terms, but must be elected for each two-year term. Board members who are appointed to fill a partial term are eligible to be elected to serve an additional two, two-year terms.
Section 4. Election of Board Members
Election of Board members shall be held at the annual meeting of the association. The Board shall designate a nominating committee to select candidates willing to stand for election at the annual meeting. The list of nominees selected by the nominating committee shall be published on the WATeR web site at least two weeks prior to the annual meeting. Additional nominations of persons present at the annual meeting and willing to serve shall be accepted from the floor.
Section 5. Removal and Replacement of a Board Member
By a vote of the Board, a Board member may be replaced if they miss two consecutive meetings without good cause. The Board may fill a vacancy resulting from a resignation or termination of a Board member to serve the remainder of the term. Such an appointment shall not count as a term under the provisions of Article VI, Section 3.
Section 6. Quorum for Board Meetings
A quorum shall require the attendance of at least five Board members. In extraordinary cases, with prior notification, the President may poll Board members by telephone or other electronic means for a vote.
Section 7. Board Meetings
The Board shall meet at least once during each quarter of the calendar year. All Board meetings shall be open to the public; however, the Board may meet in executive sessions to discuss matters deemed to be of a confidential nature. Additional Board meetings may be called by the President or at the request of at least three Board members. Notice of Board meetings shall be posted on the WATeR web site at least two weeks prior to each meeting.
Article VII. Officers of the Board
Section 1. Definition
Officers of WATeR shall be a President, Vice-President, Secretary, and Treasurer.
Section 2. Terms of Office
Members of the Board shall elect officers at the first Board meeting following the annual meeting. Officers shall serve until the first Board meeting following the next annual meeting.
Section 3. Duties of the Officers
- The President shall supervise the affairs and business of WATeR, and shall preside at Board meetings and membership meetings. The President is an ex-officio member of all committees.
- The Vice President shall assume the duties of the President should that office become vacant and shall preside at meetings when the President is unable to attend. The Vice President shall serve as Program Chairman for WATeR membership meetings.
- The Secretary shall maintain the official records of WATeR and shall prepare the minutes of membership and Board meetings.
- The Treasurer shall maintain the financial records of WATeR and shall prepare and present a financial statement for the annual meeting and shall prepare a financial report for every Board meeting. Only those individuals authorized by the Board will sign checks. The Board shall arrange for an annual audit of financial records by a qualified person or persons.
Article VIII. Committees
Section 1. Formation of Committees
The Board may establish or abolish committees as required for the administration or for programmatic activities of WATeR.
Section 2. Committee Membership
Any member of the association may be a member of one or more committee. Board members may also serve as members of committees.
Section 3. Committee Officers
The President shall appoint the chairperson of each committee. Other officers are optional and may be selected by the committee.
Section 4. Committee Reporting
The committee chairperson shall present a report to the Board on activities of the committee as required by the President.
Article IX. Amendments
These by-laws may be amended by a vote of two-thirds of the members voting at the annual meeting.
Article X. Dissolution
The Board, by a two-thirds affirmative vote of all directors, may recommend that WATeR be dissolved and that the question of such dissolution be submitted to a vote at a subsequent meeting of members. Notice of the meeting shall highlight the question of dissolution. At the meeting, a two-thirds affirmative vote of members present and entitled to vote shall be required to approve a resolution of dissolution. Such a resolution shall direct the Board to prepare a dissolution plan for review by the general membership. The dissolution plan must be approved by a majority vote of members voting at a meeting called for this purpose.
Article XI. Certification
These by-laws were amended by a majority vote of members at the annual meeting on November 23, 2010.
These by-laws were amended by a majority vote of members at the annual meeting on November 17, 2011.