Adopted September 18, 2020
(Article II, Section 3 amended)
Adopted January 21, 2021
(Article III, Section 3 amended)
REVISED BY-LAWS of THE STATE ASSOCIATION OF KANSAS WATERSHEDS
Section 1. The Association shall have two classes of members, to wit:
(a) Active Members
(1) Watershed district: any watershed district organized (or pending organization) under the Kansas Watershed District Act; and
(2) Individual: Any person owning land within an organized watershed district within the State of Kansas subject to approval of the Association (or its membership committee).
(b) Associate Members
(1) Association: Conservation Districts, any person, firms, corporations, or associations, adhering to the purpose of the Association and desiring to assist in the work of the Association, may become an associate member upon payment of such amount annually as may be acceptable to the Board of Directors or the membership committee of the Association.
(2) Individual: any person adhering to the work of the Association subject to approval of the Association (or its membership committee).
Section 2. Any person owning land within an organized watershed district within the State of Kansas may become an individual member of the Association upon the proper payment of the membership fee hereinafter provided, and upon approval by the Membership Committee of the Association.
Section 3. Application. Each applicant shall furnish the Association with his name, mailing address, occupation, and such other information as the Board of Directors shall require. Each applicant shall specify the type of membership desired.
Section 4. Membership Fees. Annual membership fees are established as follows:
(a) Active Members.
(1) Watershed Districts –
Annual Membership Fee:
Base Fee:........................... $400
Plus assessment of $5.00 per 1000 acres with a cap of $1,500.00 per assessment
(2) Individual members:… $ 30.00
(b) Associate members:
(1) Association………….. $ 75.00
(2) Individual…………… $ 30.00
MEETINGS OF MEMBERS
Section 1. Annual Meetings. The annual meetings of the members of the Association shall be held at the principal office of the Association or at any other place in the State of Kansas designated by the Board of directors, at such time as the Board of Directors shall determine.
Section 2. Special Meetings. Special Meetings may be called by the president or any three members of the Board of Directors.
Section 3. Notice of Meetings. Written or printed notice of special meetings shall be mailed to each member of his address as shown on the records of the Association at least ten (10) days and not more than fifty (50) days prior to the date of any such meeting. Annual meeting notices shall be mailed in September. Members entitled to such notices shall be those enrolled on the date of mailing said notice. Included in this category are individuals named as representatives by each Watershed or Soil Conservation District.
Section 4. Quorum. At any meeting of the members, the members present shall constitute a quorum for the transaction of any business which may properly come before said meeting.
Section 5. Each individual member or designated representative of a member Watershed shall be entitled to one vote in person and entitled to vote thereat.
BOARD OF DIRECTORS
Section 1. General Powers. The business of the Corporation shall be managed by the Board of Directors, provided that the Board of Directors may establish such committees and confer such powers thereon as the Board shall determine.
Section 2. Composition of the Board. The Board of Directors of the Association shall be composed of nine (9) members.
Section 3. Election. Elections to fill vacancies will be held at each annual meeting. If the annual meeting is cancelled or postponed the election may be conducted by signed mail in ballot or an emailed scan of signed ballot to all SAKW members. With the exception of the meeting held immediately following the adoption of these by-laws, tenure of office will be for three years. To preserve continuity, at first annual meeting held following adoption of these by-laws, election will be as follows: (Three directors elected for one (1) year term; three directors elected for two (2) year term; three directors elected for three (3) year term.) Tenure will begin with meeting held immediately following annual meeting. Each member present at annual meeting in person shall have one vote multiplied by number of directors to be elected.
Section 4. Qualifications. During tenure in office, all directors must be individual members of the Association, even though they may also be representatives of a Watershed or Conservation district.
Section 5. Removals and Resignations. The Board of Directors may remove any member of the Board for cause. Failure of a director to attend three or more consecutive board meetings shall constitute just cause for dismissal by the board. The members present at any meeting may remove any director for cause. Any member of the Board of directors shall have the right to resign at any time by submitting his written resignation to the then President of the Association.
Section 6. Vacancies. Any vacancies occurring on the Board, not occurring due to expiration of normal term of service may be fulfilled by an appointment of the board for remainder of that term.
MEETINGS OF DIRECTORS
Section 1. Regular Meetings. Regular meetings may be held without call, or formal notice at such places within the State of Kansas, and at such times as the Board may by vote from time to time determine. A regular meeting of the Board of Directors may be held without call or formal notice immediately after and at the same place as the annual meeting of the members, or any special meeting of the members.
Section 2. Special Meetings. Special meetings of the Board of directors may be held at any place at any time when called by the president, or any three or more directors; reasonable notice of the time and place thereof being given to each director. A waiver of such notice, either before, or after the time stated therein, shall be deemed equivalent to such notice. Notice of any adjourned meeting of the Board of Directors need not be given.
Section 3. Quorum. The presence at any meeting of a majority of directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and except as otherwise required by statue, or by the Articles of Incorporation, the act of Incorporation, the act of a majority of the directors present at a meeting, in which a quorum is present, shall be the act of the Board of Directors, in the absence of a quorum a majority of the directors present at the time and place of any meeting may adjourn such meeting from time to time until a quorum be present.
COMMITTEES OF BOARD OF DIRECTORS
Section 1. Committees. The Board of Directors may by resolution create committees, each composed of two (2) or more members of the Associations, which, to the extent provided I such resolution shall have, and may exercise, the powers of the Board of directors in the management of the business and affairs of the Association and may, if authorized, have power to cause the seal of the corporation to be affixed to all papers which may require it. Such committee, or committees, shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.
Section 2. Nominating Committee. A nominating committee shall be appointed annually by the President with the approval of the Board of Directors to make nominations for vacancies occurring on the Board of Directors and to make nominations for directors whose terms expire as provided by the Articles of Incorporation.
Section 3. Duty of Committee. The committees of the Board of directors shall keep regular minutes of their proceedings and report the same to the Board of directors when required.
Section 1. Number. The Association shall have a president, vice president, a secretary and a treasurer. No director may hold more than one office.
Section 2. Election and Removal. The president and vice-president shall be elected by the Board of Directors at the meeting immediately following the election of the annual meeting of the Association. Offices of secretary and treasury may be appointive or elective and will be made at the same meeting. All officers may be removed from office by the Board of Directors or membership of the Association, for cause, at any time.
Section 3. Term of Office. Officers shall serve for one year and until their respective successors are elected and have qualified.
DUTIES OF BOARD OF DIRECTORS AND OFFICERS
Section 1. Board of Directors. The duties of the Board of Directors are as follows:
(a) To conduct and supervise the affairs of the Association, including the designation of committee to examine specific problems and report their finding to the Association.
(b) Take charge of the property of the Association, except such personal property as the officers may need in order to carry out the duties of their respective offices.
(c) To determine policies for the Association, consistent with the objectives and purposes of the corporation as herein; set out in the Articles of Incorporation. To provide for annual and special meetings of the Association.
(d) To initiate, supervise and approve plans and programs designed to achieve the objectives and purposes of the Association.
(e) To supervise the keeping of systematic records of the Association’s finances and property, the progress of the plans and programs of the Association, and the proceedings of the Association.
(f) To provide for the dissemination of information to the members and to the public generally as may be needed to provide suitable publicity for the work and status of the Association.
(g) To arrange for the periodic audit of the financial affairs of the Association by a certified public accountant.
Section 2. President. The president shall preside over all meetings of the members of the Board and of the Association. The president shall be the chief executive officer of the Association, subject to the direction and under the supervision of the Board of Directors, and have general charge of the business affairs and property of the Association, and shall perform such other duties and exercise such powers as may from time to time be assigned to the President by the Board of Directors.
Section 3. Vice- President. The vice-president shall perform the duties of the president when the president shall be absent, and vice-president shall have such duties and exercise such powers as may from time to time be assigned to him by the Board of Directors.
Section 4. Secretary. The Secretary shall:
(a) Record all the proceedings of the meetings of the corporation and directors in a book to be kept for that purpose.
(b) Prepare and present programs and plans for the consideration of the Board of Directors as directed, or upon his own initiative.
(c) Provide for the maintenance of records of the property of the Association; catalogue and provide for the safe keeping of all maps, charts, documents, and other sources of information which are the property of, or in possession of, the corporation.
(d) Provide for the preparation and mailing to members, notice of all annual and special meetings of the members as required by the Articles of Incorporation and the By-laws; and supervise the keeping of the rolls of the Association and provide for the inclusion in said rolls for the inspection of any member who may be present at annual and special meetings of the Association.
(e) Be custodian of the records and seal of the corporation and the records of its Board of Directors.
(f) Properly keep and file all books, reports, statements, certificates, and other documents and instruments required by law to be kept or filed.
(g) In general, perform all duties and have all powers incident to the office of Secretary and perform such other duties and have such other powers as from time to time may be assigned to him by these By-Laws or by the Board of Directors or the chairman.
Section 5. Treasurer. The Treasurer shall:
(a) Have supervision over the funds, securities, receipts and disbursements of the corporation.
(b) Cause all monies and other valuable effects of the corporation to be deposited in its name and to its credit in such depositories as shall be selected by the Board of Directors.
(c) Cause the Funds of the corporation to be disbursed by checks or drafts upon the authorized depositories of the corporation when such disbursements shall have been duly authorized.
(d) Cause to be taken and preserved, proper vouchers for all monies and disbursements.
(e) Keep, or cause to be kept, correct books of account of all the business transactions of the corporation.
(f) Render to the president of the Board of Directors, whenever requested, an account of his transactions as treasurer.
(g) Be empowered to require from the officers or agents of the corporation, reports or statements giving such information as he may desire with respect to any and all financial transactions of the corporation.
(h) In general, perform all duties and have all powers incident to the office of treasurer and perform such other duties and have such other powers as from time to time may be assigned to him by those By-Laws or by the Board of Directors and the chairman.
COMPENSATION OF OFFICERS AND MEMBERS
No officer or member of the Association, except the secretary and the treasurer, shall be entitled to any compensation for or in consideration of the execution of his duties as such director or officer; provided, however, that the actual, reasonable expenses of officers or members, be paid to them. Compensation to the secretary or the treasurer for or, in consideration of his duties must be approved by the members of the Association.
POWER TO ACCEPT DONATIONS
The Board of Directors shall have the power and authority to accept donations made to the Association for the furtherance of its objects and purposes; provided, however, that the Board of Directors may reject any donation as so conditioned or restricted will not be in the best interests of the Association.
The corporation shall have a seal, which shall be in the form of a circle and shall bear the name of the Association and the year of its incorporation, and shall indicate its formation under the laws of the State of Kansas. Such seal may be used by causing it, or a facsimile thereof, to be impressed or affixed or reproduced or otherwise.
The fiscal year of the corporation shall be the calendar year.
These By-Laws may be altered or repealed or new by-laws may be adopted at any annual meeting of the members; or by any meeting of the Board of Directors after 10 days written notice by mail to the members of the Association.