ARTICLE I - PURPOSE

The Mattabesset River Watershed Association, Inc. (Association) is a nonprofit organization of concerned individuals dedicated to the preservation, protection, and restoration of the Mattabesset River Watershed located in the Connecticut communities of Berlin, Cromwell, Durham, Guilford, Madison, Meriden, Middlefield, Middletown, New Britain, Newington, North Branford, Plainville, Rocky Hill, Southington, and Wallingford, for the benefit of present and future generations by promoting water quality, aesthetic environs, and recreational facilities.

The Association is organized exclusively for one or more of the purposes specified in Section 501(c)(3) of the Internal Revenue Code. The Association will seek to carry out these purposes by encouraging the protection and conservation of the watershed’s fish and wildlife, forest and other plant life, water sources, and soils. The Association proposes to promote an understanding among the citizens of the watershed of the need for such conservation; to educate the citizens and children of the watershed area about the natural environment; to conduct scientific investigations to aid the accomplishment of the above purposes; to help promote the Association’s purposes through the coordination and integration of those activities of other agencies, industries, organizations having an interest in the resources of the Watershed; to act as a guardian of the environment by accepting deeds, gifts, transfers, and bequests of lands in the Watershed area in order to preserve those lands to the fullest extent possible; and so on.

ARTICLE II - MEMBERSHIP

SECTION 1.  Definition of Membership. The Association shall recognize as a member anyone who is current in the payment of their dues, or who is declared as an Honorary member by the Board of Directors.  Membership is on a calendar year basis.  Any new member joining after September 1 shall be credited with membership through the following calendar year.  All members shall be entitled to vote, if present, at the Annual or any special meeting of the Association.  Each family and each organization which is a voting member shall designate one person to vote for it at any meeting of the Association.

SECTION 2.  Dues.  The Board of Directors shall set, and may from time to time amend, the annual dues for an individual, family, and organization.

ARTICLE III - BOARD OF DIRECTORS

SECTION 1.  Composition.  The Board of Directors shall consist of nine (9) to twelve (12) members, one (1) from each of Berlin, Cromwell, Durham, Middlefield, Middletown, New Britain, Newington, and Rocky Hill and the remainder at large. Directors are elected at the Annual Meeting to fill vacancies of three-year staggered terms.  If there is no member from any of the above watershed communities interested in serving as a Director, a member at large may be substituted.

Up to two at large Directors may be elected or designated by the Board as Alternate Directors, to serve at meetings in the place of absent Directors in the absence of a quorum.

SECTION 2.  Duties.  The Board of Directors shall manage the properties, affairs, and activities of the Association except as limited by law or expressly conferred on the members.  The Board shall elect a financial institution(s) to serve the needs of the Association.  Directors shall receive no compensation for their services as Directors, but may be reimbursed for reasonable out-of-pocket expenses incurred as approved by the Board.  The Board may create such committees as become needed, and assign the members thereof on an annual basis.

SECTION 3.  Vacancy.  Board vacancies shall be filled by appointment of the Board for the unexpired term.

SECTION 4.  Rules of Order.  A majority of the filled Director positions (excluding Alternate Directors) shall constitute a quorum for Board Meetings.  In the absence of a quorum, the Alternate Directors present would be seated and have full voting rights for the remainder of the meeting.  All meetings shall be open to all members and the public.  Meetings of the Association shall be run by the most current edition of Robert’s Rule of Order. 

ARTICLE IV - OFFICERS

SECTION 1.  Election.  The Officers of the Association shall include a president, vice president, secretary, and treasurer, and such other officers as may be designated by the Board of Directors.  The Officers shall be Directors and shall be elected by the Board of Directors at the first meeting subsequent to the Annual Meeting.  The Officers shall serve a one year term, until the first Board of Directors meeting following the next Annual Meeting unless removed by the Board of Directors.

SECTION 2.  Compensation.  Officers shall receive no compensation for their services, but may be reimbursed for reasonable out-of-pocket expenses incurred as approved by the Board.

SECTION 3.  President.  The President shall preside at all meetings of the Board and the Association, make an annual report to the membership at the Annual Meeting, call all meetings of the Board and the Association, and exercise and maintain general supervision and control over the affairs of the Association subject to the power and authority of the Board of Directors.  Meetings of the Board may also be called at the request of four Directors.  The President, or such other member of the Board as may be presiding, may move, second, debate, and vote from the chair.  The President may participate in any committee meetings without a vote.  Any staff or consultants shall report to the President.

SECTION 4.  Vice President.  The Vice President shall serve in the absence of the President.

SECTION 5.  Secretary.  The Secretary shall compile and maintain all non-financial records of the Association, including minutes and records of all meetings of the Board and the Association.  The Secretary shall notify all Directors of Board meetings with at least 48 hours advance notice and all members of the Association meetings with at least 10 days advance notice.

SECTION 6.  Treasurer.  The Treasurer shall manage the financial activities of the Association as authorized and approved by the Board of Directors, including:  developing the budget; receiving, investing, and dispersing all moneys; maintaining all financial records; maintaining membership lists; and so on.  The Treasurer shall prepare the budget, which shall be approved by the Board, prior to December of the new fiscal year.  The fiscal year shall be the same as the calendar year.  All disbursements shall be signed by both the Treasurer and the President.

ARTICLE V - ANNUAL MEETING

The Board shall endeavor to hold the Annual meeting of the Association in March of the year at a time and place designated by the Board of Directors.  The President shall submit a written report of the activities and business of the Association since the last annual meeting.  This shall include a report of the financial transactions, including acquisitions or disposal of land and properties and the financial condition of the Association.  Following the report, the members shall elect directors to replace those whose term has expired and transact other business as may properly come before the meeting.  At the Annual Meeting, current members and members as of the end of the prior year shall have their votes counted.

ARTICLE VI - BY-LAW CHANGES

These By-Laws may be amended by a vote of at least two-thirds of the filled positions of the Board of Directors after being listed on the agenda and all Directors having been provided with a copy of the By-Laws with the proposed change(s) highlighted prior to the meeting.

ARTICLE VII - DISSOLUTION

SECTION 1.  Pecuniary Profit.  No Officer, Director, Member, or employee of this Association shall at any time whatsoever either during the life of this Association or in the event of the dissolution thereof receive any pecuniary profit from the operations thereof.

SECTION 2.  Disposition of Assets.  In the event of dissolution of this Association, all of the assets thereof shall be permanently and irrevocably transferred by gift, without payment of any kind, to one or more corporate organizations, including educational organizations, with the comparable purposes which are exempt, at the time of distribution, under 501(c)(3) of the U.S. Internal Revenue Code and its Regulations as they now exist or may be amended.