Bylaws of Arkansas Association of Conservation Districts
ARTICLE 1. NAME. The name of the Association is ARKANSAS ASSOCIATION OF CONSERVATION DISTRICTS.
The official abbreviation of its name shall be AACD.
ARTICLE 2. ACTIVITIES. To carry out the authorized purposes of the Association, it will conduct exclusively educational, scientific, charitable, pollution abatement, environmental quality, and stewardship work concerning the conservation, maintenance, improvement, development and use of land, soil, water, trees, vegetation, fish and wildlife, open-space and other renewable natural resources.
ARTICLE 3. THE VOTING MEMBERS. Every Conservation District or Soil and Water Conservation District in the State of Arkansas shall be deemed to be a voting member of this Association, unless membership is expressly declined. To be a member in good standing a District must have paid current dues. Each District,in good standing, shall be entitled to one vote on every question put to a vote at any AACD meeting. The vote of the District will be cast by the Chairperson or Delegate. Districts are to submit the name of their Delegate prior to the start of the particular AACD Business meeting.
ARTICLE 4. MEMBERSHIP DUES
District will pay to the Association as annual dues, an amount to be determined annually by the Executive Board. The Executive Board shall be guided in determining the amount of the annual dues by the recommendations of the Finance Committee, and the resolutions approved by the voting members at the annual convention.
ARTICLE 5. EX OFFICIO MEMBERS. Ex Officio members shall enjoy all privileges extended to regular members, other than the privilege of voting. ExOfficio membership pertains solely to those individuals identified within this document who serve on the AACD Executive Board for a specific purpose.
ARTICLE 6. ANNUAL STATE MEETING. An annual meeting of Conservation Districts of Arkansas, who are the members in good standing of this Association, shall be held for the discussion of common issues and concerns at the time and place chosen by the Executive Board after suitable consultation with the members. Those present at the annual state meeting shall constitute a quorum.
ARTICLE 7. THE OFFICERS; TERMS OF OFFICE. The officers of the Association shall be a President, 1st Vice President, 2nd Vice President, Secretary/Treasurer, and Immediate Past President, who shall be elected by the delegates to the Annual State Association meeting. Before the meeting the Nominating Committee shall place nominations for offices of the Association to serve the following term. The presiding officers shall accept nominations from the floor for each position and a majority of voting members present and voting, will elect the officers.
The term of office for each officer of the Association shall start at the close of the annual state meeting and continue through and until the close of the annual state meeting two years hence and until a successor is elected and qualified. Qualification for office requires that he/she must be a conservation district director of a district in good standing for the duration of their term of office. In the event that an officer is unable to complete his/her term of office, the office shall be filled, for the remainder of the term of office, with the next officer in line of succession or by appointment of the president in the event that no successor exists such as the office of Secretary/Treasurer, Immediate Past President, and 2nd Vice President. An officer fulfilling an uncompleted term of office shall be eligible for election to that office for a full term.
Officers, Directors and Staff of this Association, and their private property, shall not be liable in any manner for the Association's debts, obligations, undertakings or liabilities and Officers, Directors and Staff shall be exempted and indemnified against personal expense, losses or liabilities, which may accrue from time to time in any manner by reason of the ownership, administration or distribution of the Association property or funds, or by reason of any acts of commission or omission on their part in the conduct of the Association affairs, so long as they act in good faith.
The Officers, Directors and Staff shall not be liable or accountable in any manner for honest mistakes or errors of judgement, nor for errors or wrong doings of agents, brokers, attorneys or servants, nor for interest on funds temporarily idle. They shall have the right, at all times and in all matters, to act upon any information or evidence deemed by them reliable without incurring any personal liability or responsibility of any kind.
ARTICLE 8. EXECUTIVE BOARD. The affairs of the Association shall be managed by an Executive Board consisting of the officers of the Association and the seven Area Presidents. When District Directors from Arkansas are also serving as officers of the National Association of Conservation Districts they will also be members of the Executive Board with all privileges of its membership. The Director or a staff member of the Arkansas Natural Resources Commission shall be appointed Executive Secretary by the President with the advice and approval of the Board.
The Chairperson, or his/her designated representative, of the Arkansas Natural Resources Commission shall serve as Commission Liaison when no other member(s) of the Arkansas Natural Resources Commission holds a position on the Executive Board. The Commission Liaison shall serve as a non-voting Executive Board Member.
The Program Administrator and the Executive Secretary serveas non-voting Executive Board Members at the will of the State Association's President unless removed by the Executive Board.
The President of the Arkansas Association of Conservation District Employees (AACDE) shall serve as non-voting Executive Board member.
District Director Emeritus are defined as district directors who have served longer than 25 years on a local conservation district board either consecutively or intermittently and no longer desire to meet the legal requirements of a district director or as the local board may determine as qualified. This position has been created because these individuals have significant institutional knowledge and wisdom that can be of benefit to the district, AACD and in mentoring new district directors on their responsibilities. They will serve as non-voting members who have met the requirements as defined in Title 2 of the Rules and Regulations. They must be nominated by their local conservation district board and approved by the Arkansas Natural Resource Commission. They are eligible to attend all meetings, except Executive Sessions.This position is voluntary and they serve without compensation.
The Executive Board shall meet during or within 30 days following the annual State Association meeting, and shall hold such additional meetings as may be called from time to time by the President, at such time and place as the President may designate on not less than 10 days' notice to the Board Members. In case of emergency, meetings may be called on shorter notice if prior consent is obtained from a majority of the members of the Board. Special meetings of the Board shall be called by the President upon the written request of a majority of the board members at a time and place designated by them.
The Executive Board shall have the following powers and duties:
(a) It shall determine the policies and procedures of the Association, and shall formulate, and keep current, the written goals and objectives for the Association, all of which shall be consistent with the purposes stated in the Constitution of the Association;
(b) It shall make provision for the annual meeting of the members of the Association and such meetings of the Executive Board as it may deem advisable, or other special meetings, of Association members;
(c) A member of the Executive Board shall be elected to the National Association of Conservation Districts Board of Directors by a majority vote of the Executive Board at the first Executive Board meeting following the annual meeting. He/she will serve for two years as the duties of that office directs;
(d) It shall keep the members of the Association currently informed of the Association's affairs and activities, and of the programs, accomplishments, and problems of Conservation Districts of the State of Arkansas;
(e) It shall approve the annual budget of the Association, fix the rate of compensation of the Program Administrator and/or employees of the Association, authorize the payment of necessary expenses, determine matters relating to any publications of the Association, and arrange for an Agreed Upon Procedure Annual Report as approved by ANRCof the Association's financial affairs;
(f) It may delegate functions and duties to the President or other officers of the Association subject to such conditions as it deems proper. The officers of the Association may assist all committees in the performance of their responsibilities;
(g) A majority of the Executive Board shall constitute a quorum for the transaction of any business. Matters requiring action of the Executive Board may be submitted to the members thereof in writing, and, when acted upon by a majority, responding in writing, shall have the same force and effect as though acted upon at a meeting. Regular or emergency meetings of the Executive Board can be transacted by teleconference.
ARTICLE 9. POWERS AND DUTIES OF OFFICERS. A. The President shall preside at meetings of the Executive Board and at the annual meeting and other meetings of the members of the Association, and shall designate a presiding officer for any meeting at which neither he/she, the 1st Vice President, nor the 2nd Vice President will be present. He/she shall be responsible for seeing that the policies of the Association are carried out in accordance with the applicable procedures and requirements. He/she is authorized to perform the functions customarily performed by a chief executive officer and shall be entitled to vote only in case of a tie of the Association or Executive Board. He/she is authorized to delegate to one or more officers from time to time the performance of any of his/her functions or responsibilities, to supervise the performance of such delegated duties, and to revoke any such delegation at any time. He/she shall perform such further duties as shall be assigned to the President from time to time by the Executive Board or by resolution approved at a meeting of the members of the Association.
B. The 1st Vice President, 2nd Vice President, Secretary/Treasurer shall each perform the duties customarily performed by holders of their respective offices, and such other functions as the President or the Executive Board may assign. The 1st Vice President shall become President if for any reason a vacancy shall occur in the office of President. The 2nd Vice President shall become 1st Vice President should a vacancy occur in the office of 1st Vice President.
C. The Secretary/Treasurer shall oversee the deposit of all funds that come into his/her possession in a bank selected by the Executive Board and, in accordance with the approved budget or upon authorization by the Board or the President, review all disbursements by check therefrom for the necessary expenses of the Association. Checks shall be signed by two authorized representatives of the Association. The fiscal year for the Association shall be January 1 through December 31.The Secretary/Treasurer will engage the services of a Certified Public Accountant to perform an annual review of receipts and disbursements of the Association's finances. Upon completion of the review of the receipts and disbursements an Agreed Upon Procedure Report will be completed and provided to the Executive Board. The Board may request a bond conditioned upon the faithful performance of the Secretary/Treasurer's duties, in such form and amount as they shall prescribe, and the premium for the bond shall be paid out of the funds of the Association. The Secretary/Treasurer shall serve as Chairperson of the Finance Committee.
ARTICLE 10. AREA ORGANIZATION. The Districts within each of the seven designated areas shall hold annual meetings, with the assistance of the Area President, and at a time and place designated by him after consultation with the Districts in the area. The Area shall have the authority to adopt its own by-laws that are consistent with AACD by-laws and Area by-laws shall be sent to the AACD Office for filing.
The Area officers are: Area President, Area Vice President and Area Secretary/Treasurer. Their terms shall start immediately upon the conclusion of the Area Meeting and serve until the conclusion of the next annual meeting. Area Officers may be removed for cause by vote of the member districts of the Area.Qualification for office for the position of Area President and/or Area Vice President requires that he/she is a conservation district director of a district in good standing for the duration of their term of office.
The Area Vice President shall become Area President if for any reason that office should become vacant. The Area Vice President shall serve in the absence of the Area President as a voting member of the Executive Board as described in ARTICLE 8, a through g.
ARTICLE 11. COMMITTEES. The President may create by appointment all necessary committees and define their functions. The members of any such committee need not be members of the Executive Board. However, an Executive Board Member shall chair each committee. Members of the standing and special committees shall serve until the adjournment of the next annual state meeting, or for terms specified by the President.
ARTICLE 12. PUBLICATIONS. At such time as the Board of Directors may make provision for the publication of a newsletter, magazine, or other publication by the Association, the President shall have the authority to appoint, with the approval of the Board of Directors, an Editor, and to provide for the employment of other necessary personnel, within the budget approved by the Board of Directors.
ARTICLE 13. RULES OF ORDER. Meetings of the Board of Directors and of the Association shall be conducted in accordance with Roberts Rules of Order unless inconsistent with any policy or special rule adopted by the Association or the Board of Directors.
ARTICLE 14. EFFECTIVE DATE. These bylaws shall be in force effective immediately following the Business Session on February 16, 2016.
Rocky Harrell, AACD President
Martha Manley, AACD 1st Vice President
William Bailey, AACD 2nd Vice President
Jack "Woody" Ray, AACD Treasurer/Secretary