ARTICLE I - NAME, PURPOSE AND OFFICES
The name of this nonprofit corporation shall be Eastern Coal Regional Roundtable, Inc.
The purpose of the Corporation shall be to educate and coordinate watershed groups to help alleviate environmental problems in mine-scarred watersheds in Appalachia by being a unified voice for all stakeholders; including educating and communicating with decision makers, encouraging collaboration and information sharing among watershed groups, disseminating information about relevant funding opportunities, and providing resources to help watershed groups write successful funding proposals.
The Eastern Coal Regional Roundtable is organized exclusively for charitable, educational, and scientific purposes, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
1.3. Nonprofit Corporation and Charitable Purposes:
The Corporation shall be a nonprofit corporation organized to qualify for tax-exemption under Section 501 (c) (3) of the Internal Revenue Code. The corporation may not conduct activities that would jeopardize its 501 (c) (3) standing.
The Corporation may have offices at such other places, both within and without Alabama, Indiana, Kentucky, Maryland, Ohio, Pennsylvania, Tennessee, Virginia, and West Virginia as the Board may from time to time determine or as the business of the Corporation may require.
ARTICLE II - BOARD OF DIRECTORS
2.1. General Powers:
The governing body of the Corporation shall be the Board of Directors. The Board shall have supervision, control and direction of the management, affairs and property of the Corporation. The Board shall adopt such rules and regulations for the conduct of their meetings and the management of the Corporation, as they may deem proper, not inconsistent with the articles of incorporation and the laws of the State.
AEEP Board members will serve three year terms with a maximum of up to three consecutive terms for a total of nine years maximum before rotating off the board for at least 1 year. (revised 040809)
2.3. Voting Membership:
Members to the Board shall be elected by the existing Board on an on-going, as-needed basis. Membership shall consist of a minimum of one (1) representative from each of the eastern coal region states. At-large members may be elected to serve at the Board’s discretion. There will be a minimum of seven (7) members of the Board and a maximum of thirteen (13). (Revised 040809)
2.4. Regular Meetings:
The Board shall set the time and place for holding regular meetings, and shall meet a minimum of one time per year. Additional meetings will be held monthly via conference telephone or similar communications by which all members participating may simultaneously hear each other during the meeting. (Revised 040809)
2.5. Special Meetings:
Special meetings of the Board may be called by the Chairperson or any two (2) Board members. Notice of such meetings shall be given a minimum of seven (7) days in advance of the meeting. Voting by email, with a reply to all, will be allowed for decisions requiring actions between Board meetings, with ratification at the following meeting. (Revised 040809)
2.6. Annual Meeting:
Annual meetings of the Corporation for the election of Board officers and new Members and for the transaction of such other business as may properly come before the meeting shall be held during in the first quarter of the fiscal year.
Fifty percent plus one of the Board members shall constitute a quorum for the transaction of business at any meeting of the Board. But if less than a one-third of the Board members are present at said meeting, a majority of those present may adjourn the meeting from time to time without further notice,
2.8. Manner of Acting:
The act of a majority of the Board Members present at a meeting at which a quorum is present shall be the act of the Board.
No compensation shall be paid to Board Members, as such, for their services, but by resolution of the Board a fixed sum and expenses for actual attendance at each regular or special meeting of the Board shall be authorized. Nothing herein contained shall he construed to preclude any Board Member from serving the Corporation in any other capacity and receiving compensation thereof, consistent with the corporate charter.” 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.
2.10 Presumption of Assent:
A Board Member of the Corporation who is present at a meeting of the Board at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he shall file his written dissent to such action with the person acting as secretary of the meeting before adjournment thereof. Such right of dissent shall not apply to a Board Member who voted in favor of such action.
Any vacancy on the Board arising at any time and from any cause, including the authorization of an increase in the number of Directors, may be filled for the unexpired term at any regular or special meeting of the Board, then in office, by an affirmative vote of the majority of such Directors. The term of the newly elected Director shall be for such term as the Directors then in office may specify but in no event longer than the remaining term of the Director vacating his/her seat.
Any Director may be removed by a two-third (2/3) vote of the full Board whenever in its judgment the best interest of the Corporation will be served thereby.
ARTICLE III - OFFICERS
The officers of the Corporation shall be a Chairperson, Vice Chairperson, a Treasurer, a Secretary, and such other officers as may be determined necessary by the Board.
3.2 Elections and Term of Office:
Officers of the Corporation shall be elected every two years by the Board of Directors for rotating two-year terms, but may succeed themselves if re-elected not to exceed a total of three continuous terms.
Any vacancy arising at any time and from any cause may be filled for the unexpired term at any regular or special meeting of the Board by an affirmative vote of the majority of the Directors. The term of the newly elected Officer shall be for such a term as the remaining term of the Officer vacating his/her seat.
Any Officer may be removed by a two-third (2/3) vote of the full Board with or without cause, whenever in its judgment the best interest of the Corporation will be served thereby.
The Chairperson of the Board may be the chief executive officer of the Corporation. He/She shall supervise all of the business affairs of the Corporation. He/She shall preside at all meetings of the Board and the Executive Committee. He/She may sign with the Secretary any deeds, mortgages, bonds, contracts, or other instruments that the Board of Directors has authorized to be executed. The Chairperson shall authenticate by his/her signature when necessary, all acts, orders, and proceedings of the Corporation. The Chairperson shall have such powers and perform such other duties as prescribed in these by-laws and as inherent in the office of Chairperson or as from time to time may be prescribed by the Board. The Chairperson shall be the principal managing officer of the Board of Directors, subject to the policies established by a majority of the Board.
In the absence of the Chairperson or on the event of her/his death, inability or refusal to act, the Vice-Chairperson shall perform the duties of Chairperson, and when so acting, shall have all the powers of and be subject to the same restrictions as the Chairperson. The Vice-Chairperson shall perform such other duties as from time to time may be assign to him/her by the Chairman or the Board of Directors.
The Secretary shall keep the official minutes of the Board meetings which shall comprise a record of the proceedings and business transacted at all Board meetings. The Secretary shall submit to each member of the Board within 30 days, the minutes of each meeting of the Board. Checks over one thousand dollars must be approved by both the Treasurer and any other officer on the Board.
The Treasurer shall account for all revenues of the Corporation, and shall keep an accurate and complete account of all funds received and disbursed. The Treasurer shall account for all funds deposited in the name of the Corporation in a financial institution as approved by the Board. The Treasurer shall direct the preparation of a complete financial report immediately after the close of the fiscal year showing all receipts and disbursements by budget categories, and shall make the books and records available for audit. All checks drawn on the Corporation shall be signed by the Chairperson/Executive Director and by the Treasurer. In addition, the Treasurer shall have oversight of the Corporation’s finances and all funds and securities of the Corporation. He/She shall keep or cause to be kept accurate account of receipts and disbursements of the Corporation. He/She shall perform any and all duties incident to the office of the Treasurer, subject to the supervision of the Board of Directors. The Treasurer shall perform such other duties as from time to time may be assigned by the Chairperson or the Board of Directors. Both the Treasurer and the Executive Director will receive and analyze corporate bank statements on a monthly basis.
ARTICLE IV - EMPLOYEES AND AGENTS
4.1. Executive Director:
The Board may contract with an Executive Director of the Corporation. The Executive Director shall serve as the Chief Executive Officer of the Corporation and shall perform all duties customary to that position including supervision of all the affairs of the Corporation in accordance with the policies and directions approved by the Board of Directors. He/She shall be responsible for the carrying out of the policies of the Corporation and in consultation with the Board, develop the over-all program based upon long and short term goals. The Executive Director may have the power to employ, terminate, and fix the duties and salaries of the employees of the Corporation, to be approved by the Board.
The Board may appoint such agents and representatives of the Corporation with such powers and to perform such acts or duties on behalf of the Corporation as the Board may see fit, so far as may be consistent with these By-Laws, and to the extent authorized or permitted by law.
The Board may contract with such agents at any time with just cause.
ARTICLE V – COMMITTEES
The Board of Directors may establish such committees as it deems necessary. The Chair of each such committee shall be appointed by the Board of Directors. The terms, powers, and duties of each said committee shall be set forth in the resolution of the Board of Directors which establishes the committee. A member of a committee does not have to be a member of the Board of Directors. The Board of Directors has the authority to appoint other standing committees as necessary.
5.2 Executive Committee:
A majority of Directors then in office may designate an Executive Committee, composed of the elected officers of the Corporation, which shall have and exercise the authority of the Board in the management of the Corporation. But the designation of such an executive committee and the delegation thereto of authority shall not operate to relieve the Board or any individual Director of any responsibility imposed upon the Board or a Director by law.
6.1. Fiscal Year:
The Fiscal Year of the Corporation shall begin on the first day of January in each year, or such other period as fixed by the Board of Directors.
6.2. Amendment of By-Laws:
The Board, by a vote of a two-thirds (2/3) of Board members present at any regular or special meeting, may alter or amend any provision of these By-Laws; provided, that the proposed alteration or amendments, be sent to all members for review at least three business days prior to such a meeting.
6.3 Roberts Rules of Order:
The parliamentary procedures of the Board shall be determined by Roberts Rules of Order.
6.4 Conflict of Interest:
All Directors are required to disclose any competing and/or conflicting interest, directly or indirectly, in any contract, grant, gift, legacy, endowment or the like that any director, any officer or any authorized employee accepts, purposes or enters into with other parties.
ARTICLE XII - LIMITATIONS
7.1 Exempt Activities:
Notwithstanding any other provisions of these By-Laws, no director, officer, employee, or representative of the Corporation shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization (1) exempt from Federal income tax under section 50l(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law, and (ii) contributions to which are deductible under the IRS Code Section 170(c)(2).
7.2 Lobbying Activity:
The Corporation will occasionally engage in direct lobbying and grassroots lobbying. The Corporation will have exempt purpose expenditures of less than $500,000. The Corporation may spend up to 20% of those exempt purpose expenditures on direct lobbying and no more than 5% of those exempt purpose expenditures on grassroots lobbying. When the Corporation engages in lobbying activities, it will keep track of its direct and grassroots lobbying expenditures and report them on Schedule A of the IRS Form 990.
Most of the Corporation’s involvement in issues of public policy will not be considered lobbying but rather, educational in nature. The Corporation will prepare and distribute educational materials relating to the various bills before Congress or state legislatures. The Corporation will not advocate one bill over another, just point out the differences between the competing proposals. 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 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 under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposed 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 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.
7.4. Prohibition against Sharing in Corporate Earnings
No director, officer, or employee of, or other person connected with, the Corporation, or any other private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the Corporation, provided that this shall not prevent either the payment to any such person of reasonable compensation for services rendered to or for the benefit of the Corporation, in connection with effecting any of the purposes of the Corporation; and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Corporation. All such persons shall be deemed to have expressly consented and agree that upon such dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the assets of the Corporation then remaining in the hands of the Board, after all debts have been satisfied, shall be distributed, transferred, conveyed, delivered and paid over, in such amounts as the Board may determine, or as may be determined by a court of competent jurisdiction upon the application of the Board, exclusively to charitable, religious, scientific, literary or educational organizations (i) which then qualify for exemption from Federal income taxation under provisions of Code Section 50l(c)(3) and the Regulations hereunder (as they now exist or as they hereafter may be amended), and (ii) contributions to which are deductible under Code Section 170(c)(2) and the Regulations (as they now exist or as they hereafter may be amended).
7.5 Federal Certifications:
The Corporation will comply with the pertinent Federal statutes required for the receipt of Federal funds.
ARTICLE VIII - INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Corporation may indemnify each director, officer, employee, and agent, as described in these by-laws, designated for indemnification by the Board within its discretion, and each person serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise thereinafter all referred to more generally as “directors and officers”, who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, whether by or in the right of the Corporation or not, in a manner and to the fullest extent now or hereafter permitted.
8.2 Authority to Indemnify Director Involved in Legal Proceeding:
The Corporation shall indemnify an individual who is or was a director of the Corporation or who, while a director of the Corporation, was made a party to a proceeding because he/she is or was serving at the Corporation’s request as a director, officer, partner, trustee, employee or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan or other enterprise (a director includes unless the context requires otherwise, the estate or personal representative of a director) against liability incurred in the proceeding if he/she acted in a manner he/she believed in good faith to be in or not opposed to the best interest of the corporation, and in the case of any criminal proceeding, he/she had no reasonable cause to believe her conduct was unlawful. The Corporation may not indemnify a director in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation or in connection with any other proceeding in which the director was adjudged liable on the basis that personal benefit was improperly received by the director.
8.3. Indemnification for Reasonable Expenses of Successful Defense:
The Corporation shall indemnify a director against reasonable expenses incurred by the director to the extent that the director has been successful in the defense of any proceeding where the director was a party because the director is or was a director of the corporation.