BYLAWS
OF THE
LITTLE SEWICKLEY CREEK WATERSHED ASSOCIATION, INC.
ARTICLE I
Name and Address
The name of the corporation shall be the “Little Sewickley Creek Watershed Association” (LSCWA), and hereafter shall be referred to as the “Association”.
The mailing address shall be as designated by the Board of Directors (Board).
The Association may have offices at such places as designated by the Board.
ARTICLE II
Purpose
The purpose of the Association is to protect and to conserve the natural beauty and the environmental health of Little Sewickley Creek and its watershed (the Watershed) in Allegheny County, PA.
The purpose may be accomplished by:
Advocating for the protection and preservation of the environmentally sensitive natural areas in the Watershed.
Educating the general public, and in particular local students, about the interrelationships among our surface waters, ground water, plants, animals, and people that share the resources of our Watershed.
Encouraging partnerships and a spirit of cooperation among all persons and groups whose interests may impact our Watershed.
Implementing and maintaining a monitoring program of Little Sewickley Creek and its watershed.
Sponsoring and supporting – financially or otherwise – projects, programs, and initiatives that promote the protection and conservation of the Watershed.
Seeking and obtaining available sources of private or public funding for projects to improve and maintain the environmental health of Little Sewickley Creek and its watershed.
ARTICLE III
Membership
Membership shall be available to all persons who are interested in furthering the objectives of the Association and who are willing to participate by paying dues.
ARTICLE IV
Board of Directors
Section 1. The management and control of the affairs of the Association shall be vested in the Board of Directors (Board) who shall be elected in a manner prescribed in these Bylaws. The Board shall be responsible for formulating policy and transacting the business relative to the objectives of the Association and shall handle and approve all financial matters including the expenditure of funds of the Association.
Section 2. The Board of Directors shall be composed of no fewer than twelve (12) and no more than eighteen (18) Directors, including four (4) Officers. Twelve (12) Directors shall live within the Watershed boundaries, seven (7) of these being representatives from the Township of Leet and the Boroughs of Bell Acres, Edgeworth, Leetsdale, Sewickley Heights, Sewickley Hills, and Franklin Park. The remaining Directors may be elected from the membership at large.
Section 3. All Directors, including Officers, shall be elected at the Annual Meeting of the membership. Directors and Officers shall be elected for a term of 2 years, or until their successors are elected, and may serve for more than one term. Each term of office shall begin the first day of January of the year immediately following any stated Annual Meeting.
Section 4. A quorum shall consist of the majority of the members of the Board present at a duly called meeting, to include proxies.
Section 5. All acts of the Board shall be carried by a majority of votes cast by those present to include those voting by proxy. An absent Director may cast a vote via telephone or electronically.
The President cannot vote on any matter before the Board except to make or break a tie vote.
Section 6. In the event that a meeting cannot be called but the Board of Directors is required to convey approval or disapproval for a particular action, each Director may cast a vote (via telephone or electronically). The Secretary shall record the action requiring the vote and the individual votes of the Directors.
Section 7. Vacancies, for whatever reason, shall be filled at the next duly called meeting of the Board or at a special meeting of the Board called for that purpose. If a vacancy is created by the departure of a representative from a municipality, the Board shall fill that vacancy by choosing a member from the same municipality as that from which the vacated Director came, or at large, as the case may be. If the vacancy is created by the departure of the President, the Vice President shall act as President until a new President is elected by the Board.
ARTICLE V
Officers
Section 1. There shall be a President, a Vice President, a Secretary, and a Treasurer, all of whom shall be members of the Board.
Section 2. All Officers shall be elected for a term of office of two years, or until their successors are elected, at the Annual Meeting of the membership. The term of office shall begin the first day of January of the year immediately following any stated annual meeting.
Section 3. Any Officer may be re-elected to an office which he or she has previously held.
Section 4. An Officer shall hold only one elected office in this Association at one time.
Section 5. The President shall preside at all meetings of the Board of Directors and the Executive Committee; shall preserve order; shall sign all contracts and obligations authorized by the Board; shall exercise supervision over the affairs of the Association; and in general, perform all duties usually performed by and incident to the office of President of an organization.
Section 6. The Vice President shall assist the President and shall preside at meetings in the absence of the President.
Section 7. The Secretary shall give notice of all meetings, accurately record the minutes of the meetings and send them to all Board members, and record attendance at Board meetings; shall attend to correspondence as directed by the President or the Board; shall keep an accurate and current list of members and committees; and shall perform any other duties pertaining to that office. All minutes and other records shall be filed as specified by the Board.
Section 8. The Treasurer shall be responsible for directing the financial planning and for directing the preparation and presentation of the Association’s annual budget; shall prepare and present a report of financial status at each regular meeting of the Board; shall collect and deposit dues and disburse funds in accordance with the direction and approval of the Board. The Treasurer shall provide the annual treasurer’s report to any Association member upon request.
ARTICLE VI
Committees
Section 1. There shall be an Executive Committee composed of the Officers and the Immediate Past President. The Executive Committee may be convened at the call of the President or any two members of the Executive Committee during intervals between meetings of the Board. It may act in an emergency within the general policies, program and budget established by the Board. Any action of the Executive Committee shall be reported to the Board.
Section 2. If deemed necessary, a Standing Committee shall be appointed for a term of one (1) year by the President and approved by the Board. A Standing Committee may address an item such as membership, special fundraising efforts, special education efforts, monitoring projects, liaison with groups working on projects related to Watershed objectives, and/or other items which meet the scope of the Association objectives. Each Standing Committee shall make written and/or oral reports of their activities to the Board.
Section 3. If deemed necessary, a Special Committee shall be appointed by the President and approved by the Executive Committee to address a specific short term issue and shall be dissolved when the issue has been resolved.
Section 4. A Nominating Committee shall consist of a Chairman and two (2) other members, all of whom shall be members of the Association. This committee shall nominate a slate of candidates every second year for Board membership to include President, Vice President, Secretary, Treasurer, and other Directors in accordance with the requirements in Article IV, Section 2. This slate shall be presented to the membership at the Annual Meeting. Additional nominations may be made from the floor at the Annual Meeting.
Article VII
Meetings
Section 1. Regular Meetings of the Board of Directors shall be held at least two (2) times per year, one meeting being the Annual Meeting of the Membership, at a time and place designated by the President and the Board. At least two (2) weeks written or electronic notice shall be given prior to a Regular Meeting that is not the Annual Meeting.
Section 2. A Special Meeting of the Board of Directors may be called by the President or by three (3) Directors at any time upon at least three (3) days written or electronic notice thereof stating the time, place, and purpose.
Section 3. Meetings of the Executive Committee shall be held at least four (4) times per year, at a time and place agreed upon by members of the committee. At least two (2) days’ written or electronic notice to the members of the Executive Committee and to the Board shall be given prior to a meeting. The Executive Committee shall inform the Board as to agenda and actions taken.
Section 4. The Annual Meeting of the Membership shall be the final meeting of the fiscal year at a time and place to be designated by the Board of Directors. At least thirty (30) days written or electronic notice shall be given to the membership. At the Annual Meeting, elections for Officers and Directors shall be by the members. Any number of members present shall constitute a quorum. There shall be no proxy voting for Officers or Directors. There shall also be presented at the Annual Meeting a President’s Report of the past year’s activities and accomplishments, the annual financial report, and reports from all appointed committees.
Section 5. Special Meetings of the Membership shall be called by the President and Board whenever it is deemed necessary upon at least ten (10) days written or electronic notice thereof, which notice shall include the time, place, and purpose of any such meeting.
Article VIII
Fiscal Year
The fiscal year of the Association shall begin the first day of January and end December 31 of the same year.
Article IX
Signing of Checks
All checks of the Association whereby funds of the Association are disbursed shall be signed by at least two (2) of the duly elected Officers of the Association, one of whom shall be the Treasurer, or Assistant Treasurer if one has been designated.
Article X
Indemnification
The Association shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an officer, director, or employee of the Association against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the Association; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of directors who are not at that time parties to the proceeding.
The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.
Article XI
Amendments
These Bylaws shall be amended by a majority vote of the membership present and voting at the Annual Meeting or at a special meeting thereof called by the Board of Directors by giving at least thirty (30 days written or electronic notice of such proposed amendment(s) along with the time and place of the meeting therefor. A copy of the proposed amendments to the Bylaws shall be made available to the membership prior to the meeting.
Article XII
Parliamentary Authority
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Association in all cases where they are applicable and where they are not inconsistent with these Bylaws and any special rules of order the Association may adopt.
Article XII
Dissolution
In the event, after due and proper consideration, the Board of Directors deems that the objectives for which the Association was formed can no longer be accomplished, it may call a meeting of the general membership by giving at least sixty (60) days written notice of the time, place and purpose of the meeting, to consider dissolution of the Association. At a meeting so called, a vote representing two-thirds of all those members present in favor of the dissolution shall be required. If dissolution is approved, the assets then in existence of the Association shall be distributed thereafter to an organization of similar objectives as shall be designated by the proper Court of Allegheny County, Pennsylvania, upon due application thereto.
LSCWA Incorporated: Oct. 20, 1972
Bylaws adopted: 1973
Bylaws revised: April 14, 1981
Bylaws amended: May 12, 2014