Greater Redstone Clearwater Initiative Bylaws (adopted Feburary 15, 2000)

Table of Contents
ARTICLE I.  MEMBERSHIP
ARTICLE II.  DUTIES OF OFFICERS
ARTICLE III.  BOARD OF DIRECTORS
ARTICLE IV.  COMMITTEES
ARTICLE V.  MEMBERSHIP MEETINGS
ARTICLE VI.  FINANCE
ARTICLE VII.  AMENDMENTS
ARTICLE VIII.  PARLIAMENTARY AUTHORITY

ARTICLE II.  DUTIES OF OFFICERS
Section 1. The President, or in the President's absence a designated President-Elect, will chair all meetings. The President shall appoint all committee chairpersons. The President shall serve as an ex-officio member of all standing committees and shall exercise and maintain a general supervision and control over the affairs of the organization subject to the power and authority of the Board. The President shall serve a two (2) year term. Elected at every other reorganization (Annual) meeting.

Section 2. The President-Elect shall act in all cases for and, as the President in the latter's absence or incapacity, and shall perform such other duties as he may be required to do from time to time. The President-Elect shall work closely with the President to prepare to assume the Presidency upon the conclusion of the latter's term. The term shall be two (2) years.

Section 3. The Secretary shall maintain accurate records of the meetings of the organization. The Secretary shall conduct correspondence and maintain records of correspondence sent and received. The Secretary shall maintain membership lists and shall be responsible for notification of meetings. The Secretary's term shall be two (2) years and may succeed.

ARTICLE III.  BOARD OF DIRECTORS
Section 1. Members of the Board shall be elected at the Annual Meeting of the Initiative to serve for a period of three (3) years and, or until the successors shall qualify. All members of the Board shall be members of the organization. Board members may serve a maximum of three consecutive terms.

Section 2. Following the first at large election of a board of directors, the Board shall, Section 1 of this article notwithstanding, classify its membership into three groups as follows: one-third of the members of the Board who shall serve for a term of one year, or until their successors are duly elected and qualified; one-third who shall serve for a term of two years; and two directors for a term of three years. In the event of an increase or decrease in the number of Directors, the term of any new Director shall be established by lot or otherwise, in order that as far as possible the terms of one-third of the Directors shall expire each year. Then at each subsequent Annual Meeting, one-third of the Directors shall be elected to serve for a period of three years, or until the successors are duly elected and qualified.

Section 3. The remaining members of the Board shall fill any vacancies of a Directorship for the unexpired term.

Section 4. The Board shall have full authority to act for the organization in all matters during the intervals between Regular Meetings.

Section 5. The Board shall have power to hold their meetings at any place within the Commonwealth of Pennsylvania, and shall meet at the call of the President or any four (4) members of the Board. Notice of such meetings shall be announced in local papers ten days prior to the date of the meeting.

Section 6. A quorum at any advertised Board meeting shall consist of at least 50% of the existing Directors, and a majority of those present shall decide any questions that may come before the meeting.

Section 7. The Board shall have the right, by an affirmative vote of two-thirds of the Directors, to remove any member of the Board for just cause.

ARTICLE IV.  COMMITTEES
Section 1. The standing committees of the organization are: Membership, Finance, Public Relations/Publications, Strategic Planning/Operations/Historical, and Project/Technical/Research. The President shall appoint such other committees, including a Nominating Committee, as shall be deemed necessary for the efficient operation of the organization.

Section 2. All Standing Committees shall have at least two (2) Directors as members. Other members may be appointed or recruited as needed by each committee from either the Board or the general membership.

Section 3. The Membership Committee will be responsible for recruiting and/or maintaining members and their annual dues.

Section 4. The Finance Committee shall be responsible for raising funds needed to accomplish the activities of the organization. They will have oversight over all financial activities, including, but not limited to, fund raising, grant applications, loans, depository accounts and any and all receipts and expenditures. They will conduct an annual audit.

Section 5. The Public Relations/Publications Committee shall be responsible for communication to the media, the public and the membership and constituent organizations and communities the relevant information about the organization and its activities which will generate their interest, cooperation and participation. They will prepare a quarterly newsletter under the leadership of a Newsletter Editor, who will be appointed by the Board.

Section 6. The Strategic Planning/Operations/Historical Committee shall be responsible for overseeing planning, prioritizing, and the general operations of all projects undertaken by the organization. A Historian shall keep any and all materials, which are pertinent to maintaining an historical record of the proceedings of the organization.

Section 7. The Project/Technical/Research Committee shall be responsible for all research and technical work done for various aspects of the reclamation and restoration of the waters in the Greater Redstone Creek Watershed.

ARTICLE V.  MEMBERSHIP MEETINGS
Section 1. The Annual Meeting of the Greater Redstone Clearwater Initiative shall be held when, and at such place as the Board may select. At least ten days' written notice shall be announced in local papers prior to this meeting.

Section 2. Regular or Special Meetings of the organization shall be held at a place and on date and hour to be fixed by the President or the Board, and at least ten days' written notice shall be announced in local papers prior to these meetings. A special membership meeting must also be called by the board upon receipt of a petition signed by ten percent or more of the members to consider those questions stated on the petition. The secretary will provide written notice of any special membership meeting to each member at least fifteen days in advance. The business transacted at said meeting is confined to the called purpose of said meeting.

Section 3. On-Location (Field) Meetings may be held as needed for investigational purposes with no official decisions being made.

ARTICLE VI.  FINANCE
Section 1. Fiscal Year. The fiscal year of the organization shall extend from January 1 of a given calendar to December 31 of the same calendar year.

Section 2. Execution of Documents. The President of the GRCI may sign and execute in the name of the GRCI all authorized deeds; mortgages, bonds, contracts, and other instruments provided the Board of Directors has previously approved such action.

Section 3. Instruments of Indebtedness. Both the President or the Treasurer shall sign all checks, drafts, notes, and other obligations issued in the name of the GRCI for amounts less than $250. Any two of the Officers must sign any such instrument in an amount of $250 or more. OR (All checks, drafts, notes, and other obligations issued in the name of the GRCI shall be signed by any two Officers of the GRCI.) No part of the net earnings of the organization shall inure to the benefit of, or be distributable to, its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.

Section 4. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible from federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code corresponding section of any future federal tax code.

Section 5. Authority to Hold Property. The Board of Directors shall have the authority to serve as a Board of Trustees to administer, manage, and hold title in the name of the GRCI to real estate, securities, and trust funds.

Section 6. Annual Financial Report. The Treasurer shall prepare annually a balance sheet and a financial statement of operations for the preceding year. Such statement shall be provided to the membership at the Annual Meeting.

Section 7. Dissolution. Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Section 8. Members of the Board of Directors shall be bonded at the expense of the GRCI: Directors and Officers by Errors and Omissions Insurance and surety bonding of the Treasurer.

ARTICLE VII.  AMENDMENTS
These By-Laws may be amended, repealed, or altered, in whole or in part, by a majority vote of the Directors at any meeting. All Directors, however, shall have received written notice of any and all proposed changes to the By-Laws at least two weeks prior to the date such changes are to be voted upon.