Signed in as:
ARTICLE I. PURPOSE
Section 1. Purpose. The purposes of the Pacific Northwest Ground Water Association (PNGWA) are exclusively those allowed for organizations defined under §501(c)(6) of the Internal Revenue Code. Within these limits, the purposes of PNGWA include the following:
To promote the groundwater industry; enhance the skills and knowledge of those individuals working in the industry through trade shows and various educational offerings; and nurture the viability of groundwater business firms.
ARTICLE II. BOARD OF DIRECTORS
Section 1. Selection of Directors. Each of the participating State Ground Water Associations shall have the right to appoint three voting Board members each: two who are either contractors, or a contractor and the participating organization’s Executive Director/Secretary, in addition to one who is a manufacturer or supplier. The President of each participating state organization, or its Executive Director/Secretary is responsible for seeing that the appointments of the Board Members from that organization are properly made and that said appointments with contact information are communicated to the Secretary in a timely manner. The PNGWA President, with the approval of the Executive Committee has the right to designate one non-voting member who is a ground water scientist or engineer.
The four participating state ground water organizations are Oregon Ground Water Association, Washington State Ground Water Association, Idaho Ground Water Association, and Alaska Water Well Association. There may not be more than one participating organization per state. PNGWA may add or delete participating state organizations, by board action.
Section 2. Duties of the Board. The Board of Directors must establish the corporation’s policies and review and change them as necessary, oversee its offerings and activities, authorize its expenditures, oversee its financial affairs, and ensure the proper management and use of its assets and property, and comply with all state and federal laws.
Section 3. Qualifications of Directors. Nominees for positions on the Board of Directors must have exhibited an interest in and commitment to the purposes of PNGWA, and be knowledgeable about, and be or have been, actively involved in the groundwater industry.
Section 4. Number of Directors. The Board of Directors will consist of at least four and no more than twenty members. The specific number of directors within this range must be set and may be changed by resolutions passed by a majority of directors in office. The Board may in this way adjust the size of the Board as circumstances necessitate.
Section 5. Terms of Directors. Directors serve four-year terms to commence the first day of the month following the PNGWA exposition and expire the last day of the month in which the PNGWA exposition is held. There is no limit to the number of terms, successive or otherwise, a director may serve.
Section 6. Filling Vacancies. Vacancies will be filled by appointment, by the applicable participating groundwater association. A director appointed to fill a vacancy will serve only until the next regular appointment of directors, at which time she or he must be appointed by the applicable ground water association to remain a director.
Section 7. Removal of Directors. A director may be removed without cause by the appointment ground water organization, or for cause by a two-thirds (2/3) vote of the Board of PNGWA in attendance at a meeting. Cause includes failure to attend three (3) consecutive board meetings or acting on behalf of the organization without the authority to do so.
Section 8. Resignation of Directors. A director may resign at any time. The resignation of a director must be in writing and be delivered to the PNGWA Board of Directors, its president, or its secretary. Once delivered, a notice of resignation is irrevocable.
Section 9. Conduct of Directors. Directors must discharge their duty of loyalty and their duty of diligence in good faith and act in the best interest of PNGWA.
Section 10. Quorum. One representative from three of the member organizations and a simple majority of the total number of directors present shall be considered a quorum.
Section 11. Decision-Making and Voting. The directors must diligently and conscientiously attempt to make decisions by consensus by employing all standard consensus practices and techniques that includes the expression and careful consideration of minority views.
All decisions require a clearly stated motion, a second, and a vote that must be recorded in the written minutes. Each member of the Board of Directors will have one vote. Motions will be handled in accordance with the “The Modern Rules of Order, Fourth Edition.”
Section 12. No Proxy Voting. No voting by proxy is allowedat any meeting of the Board of Directors or in reaching any decision of the Board.
Section 13. Meetings. Meetings of the Board of Directors may be called by the president or 50% of the currently serving directors in office, and at least one meeting will be held annually.
Notice must be given of every meeting of the Board, stating the date, time, and location of the meeting, and the purpose of the meeting if so required by law or these bylaws. The notice must be given not less than two days in advance of the meeting if delivered by phone or in person and not less than sevendays in advance if delivered by first class mail, email, or fax to an address provided by the individual director. Meetings at which a vote for an amendment to the Articles of Incorporation or for an amendment to these bylaws is taken require at least 60 days advance notice and the notice must state the intended amendment or concept of the amendment that is intended to be voted on. Advance notice is encouraged, but not required for directors appointed during the above stated advance notification periods.
After the initial notice is given of the schedule for a series of regular meetings, which will occur at a fixed time and place, no further separate notice is required for each of those regular meetings. Notice must state the time, date, and location of the meeting. The Board may by resolution establish or change the dates of regularly scheduled meetings, with proper notice given to all directors.
Section 14. Telephonic, Electronic, or Virtual Meetings. Meetings, as well as director participation in meetings may be telephonic, electronic, or virtual if all participating directors may simultaneously hear and speak with each other. A director participating in such a meeting is deemed present for purposes of a quorum. Telephonic, electronic, or virtual meetings require vote by roll call.
The Board may make any decisions or take any action within its power via telephone or electronic or virtual meetings The Board shall make those decisions within its power via roll call, voice vote on telephone, electronic, or virtual meetings, or faxed, emailed or hard copy ballot. Results of voting will be included in meeting minutes with reference to faxed, emailed, or hard copy ballots as appropriate.
Section 15. Authority of Directors. No director may act on behalf of the corporation without specific authorization by the Board to do so.
ARTICLE III. OFFICERS, CHAIRPERSON, AND STAFF
Section 1. Officers. The officers of PNGWA must conduct the policies and decision of the Board of Directors as directed by the Board. Officers must include a president, vice-president, and secretary-treasurer, and may also include any other officers the Board may desire. The same person may not hold the offices of president and secretary-treasurer at the same time.
Section 2. Election and Term of Office. The officers of PNGWA will be elected from the Board of Directors for a two-year term by the Board of Directors. Each officer will hold office for two years or until her or his successor has been properly elected and has taken office unless he or she resigns.
Section 3. Removal. Any officer elected or appointed by the Board of Directors whenever, in its judgment, the interests of PNGWA would be best served by such removal.
Section 4. Vacancies. If any office of the PNGWA becomes vacant by death, resignation, retirement, removal, disqualification, or other cause the remaining directors in office, although less than a quorum, may elect or appoint an officer to fill such a vacancy. The elected officer will hold office for the unexpired portion of the term of that office.
Section 5. President. The president is the principal officer of the PNGWA and will, in general, supervise or oversee the supervision of all the affairs of the association. The president will preside at all meetings of the Board of Directors unless the Board selects another person to preside. The president must also perform other duties as may be assigned by the board of Directors. The president may serve as ex-officio member of any committee.
Section 6. Vice President. In the absence of the president or in the event of the president’s inability to act, the vice president performs the duties of the president. The vice president, when acting as president, has all the powers of and is subject to all the restrictions on the president. The vice president must also perform other duties assigned by the Board of Directors.
Section 7. Secretary-Treasurer. The secretary-treasurer must perform or oversee the performance of the following duties: a) record and keep the minutes of the meetings of the members and of the Board of Directors or any Board committees, b) see that all notices of meetings are duly given in accordance with the provisions of these bylaws or as required by law; c) be custodian of the corporate records; d) keep a register of each participating association’s appointed PNGWA director’s mailing address, email address, phone number, and fax number provide by such member; e) be responsible for the proper management and control of all funds a of the corporation; f) oversee the preparation of full and accurate financial records on a timely basis; g) regularly present reports at Board meetings on the operational and financial affairs of the corporation to include those accounts associated with the trade show and educational offerings through direct or contracted staff in addition to updates at all scheduled Board meetings; and h) provide financial information necessary to prepare and file the required reports to state and federal government agencies, and i) perform or oversee all duties incidental to the office of secretary-treasurer and such other duties as from time to time may be assigned by the president or by the Board of Directors. The Secretary-Treasurer may delegate some or all these tasks but remains responsible for their proper completion.
Section 8. Executive Director. The Board may appoint, contract for, or employ a management concern to perform and conduct the programs and activities of the organization. The Board will draft the scope of any such agreement to reflect its specific needs for the contract period in a written agreement signed by both parties. Said agreement will also contain performance benchmarks and review criteria.
ARTICLE IV. COMMITTEES
Section 1. Establishment. The Board may establish any committees it deems necessary to explore, implement, or execute any endeavor a Board action sanctions. Committees have no authority other than to fulfill the objective(s) assigned by the Board and report back. Committee composition may include Board members and/or non-Board members as appropriate. Any committee established will include the specific objective of the committee, the appointment of a chairperson, and a specified deadline to share its recommendations or work product with the Board. The term of a member of a committee will continue until his or her successor is appointed unless the committee is terminated, the member resigns, or is removed from the committee or the member ceases to qualify to serve on the committee.
Section 2. Executive Committee. The Executive Committee is comprised of the officers of PNGWA. The Executive Committee will have the power to make decisions between Board meetings, including financial and budgetary decisions. The Executive Committee must comply with the provisions of the bylaws concerning the full Board as far as those are applicable to the Executive Committee.
Section 3. Non-Board Committees. The Board may establish “non-board” committees, including working committees or advisory committees, which do not have the power to authorize expenditures, adopt budgets, set policy, establish programs, or make decisions for the corporation. Such committees are established through a resolution adopted by the directors present at a properly called meeting. Any person may be a member of such a committee, whether that person is a member of the Board of Directors.
Section 4. Committee Chair and Members. The Committee Chair is chosen by the President, and committee members will be selected based on the alignment of their experience and knowledge with the objective assigned.
Section 5. Committee Procedures. Committee meetings will operate with a majority quorum, and majority voting requirements. Recommendations by the committee will be captured in the form of minutes and submitted within the report. Appointed committees have no authority other than to fulfill the objective assigned by the Board and report back.
Section 6. Limitation on Powers. No appointed committee may a) elect, appoint, or remove any officer, member of the Board of Directors, or member of a board committee; b) authorize the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the corporation; c) authorize the dissolution of the corporation or revoke proceedings therefore; d) amend, alter, or repeal the Articles, the bylaws, or any resolution of the Board of Directors; or e) authorized the payment of a dividend or any part of the income or profit of the corporation to its directors or officers.
ARTICLE V. MISCELLANEOUS PROVISIONS
Section 1. Compensation of Officers and Directors. Officers and directors serve as volunteers and shall receive no compensation; however, may receive reimbursement for actual expenses they incur fulfilling their responsibilities.
Section 2. Conflicts of Interest. A conflict of interest is present when the corporation pays compensation or provides any tangible benefits to an officer or member of the Board or to a member of a director’s or officer’s family. Directors and officers who have a conflict of interest in any matter must 1) declare the existence of any direct or indirect conflict of interest, 2) disclose its nature on the record, and 3) abstain from voting on that matter. The rest of the Board must analyze the transaction and ensure that all transactions involving a conflict of interest are fair to the corporation and that no special benefits are being given to any person. A conflict-of-interest transaction must be approved by the affirmative vote of a majority of the members of the Board of Directors who do not have a conflict of interest involved in that issue, if no less than two disinterested directors vote to approve the transaction.
Section 3. Tax Year. The tax year of the corporation is the calendar year.
Section 4. No Discrimination. Pursuant to the laws of the United States of America, PNGWA will not intentionally discriminate for or against any person based on ethnicity, nationality, place of origin, religion, gender, sexual orientation, marital status, familial status, economic status, age, or mental or physical disability.
Section 5. Financial Review. The Board of Directors may authorize a full formal audit, as necessary.
ARTICLE VI. AMENDMENTS
Section 1. Bylaws. The affirmative vote of at least two-thirds of all the Directors in office, at a properly called meeting, at which a quorum is present, is necessary and sufficient, to make, alter, amend, or repeal the bylaws of PNGWA, except as otherwise provided by law. Proper written notice must be given in advance, including either a written copy of the proposed amendments or a written summary of those amendments.