By-Laws of
Mid-Columbia Community Forestry Council

ARTICLE I - NAME & AFFILIATION

Section 1. The name of this nonprofit corporation shall be the Mid-Columbia Community Forestry Council. This council is not commissioned by any governmental agency or department and is not affiliated with any organization in the state but strives, in part, to cooperate with the Washington Community and Urban Forest Advisory Council's community forestry interests in Washington.

ARTICLE II - PURPOSE

Section 1. The purpose of the Council shall be to promote recognition of the value, benefits, and importance of trees by:

A. Increasing public awareness

B. Providing educational programs and technical support

C. Functioning as a clearinghouse of information for people in the field of and with an interest in community forestry

D. Providing leadership on community forestry issues that enhance and heighten the awareness of trees, community forests and associated natural resources management

E. Cultivating cooperation among all area sectors involved in community forestry

Section 2. The Council encourages economical, beneficial and appropriate tree care practices and policies that promote tree health. The Council seeks the broadest possible involvement of individuals, organizations, societies, associations, businesses, public and private agencies and groups interested in community forestry and the objectives of the Council. The Council shall strive to help coordinate activities of institutions, entities, and persons involved in community forestry matters, to the ends that duplication and inefficiency are avoided and that beneficial, economical community forestry policies and practices are adopted whenever possible.

ARTICLE III - MEMBERSHIP

Section 1. General membership shall be open to all residents of Benton, Franklin, and Walla Walla counties.

Section 2. The voting membership of the corporation shall consist of the persons sitting on its Board of Directors.

Section 3. The corporation's voting members shall hold annual meeting in the month of October each year for the purposes of electing the Board of Directors of the corporation for the following year, and to conduct such other business as shall be deemed appropriate, at the discretion of the President.

ARTICLE IV - BOARD OF DIRECTORS

Section 1. The Board of Directors shall consist of not less than five and no more than thirty, who shall manage the business and the affairs of the corporation and shall serve annual terms from their election at the annual meeting of the corporation until their successors are elected.

Section 2. In the event of any vacancy occurring on the Board of Directors, the remaining members of the Board of Directors may elect a successor to complete the unexpired term. Vacancies may occur by death or incapacity, resignation or removal of a board member by an affirmative vote of two-thirds of the Board of Directors for cause. The Board of Directors may increase the number of members up to the maximum set out above at any regular meeting.

Section 3. Regular meetings of the Board of Directors shall be scheduled as needed but not less than once each two months. The Secretary shall notify the Board of Directors of meeting dates at least two weeks in advance. At the call of the President, scheduled meetings may be canceled and rescheduled as necessary.

Section 4. Special meetings of the Board of Directors may be held at the call of the President or two members of the Board of Directors upon two days notice, unless waived, and shall consider only those matters specified in the call for the meeting.

Section 6. A quorum for the transaction of business at any meeting shall be one third of the existing directors, but not less than three.

Section 7. No member of the Board of Directors may speak in the name of the Council or act on its behalf without prior authorization of the Board of Directors, President, or its Executive Board.

ARTICLE V - OFFICERS

Section 1. The officers of the corporation shall consist of a President, Vice-President, Secretary, Treasurer, Program/Project Coordinator, and the Immediate Past President.

Section 2. Officers will be elected by majority vote at the annual meeting of the Board of Directors. The term of office shall be one year. Officers may not serve more than two consecutive years in the same office. The Board of Directors may remove officers for cause by vote of two-thirds of the members of the Board of Directors. The President will appoint a replacement to complete the term of office after a vote of the Executive Board.

Section 3. Duties of the Officers

A. The President of the corporation shall preside at all meetings, set Board of Directors and Executive Board meeting agendas, appoint all committees for which no provisions have been made, serve as member ex-officio of all committees, appoint the Nominating Committee, and call Executive Board special meetings when necessary. The President shall have the right to vote during Executive Board meetings, but may vote only in the case of a tie during Board of Directors meetings. The President shall develop an agenda in advance of each meeting. At least 60 days prior to the annual meeting of the President shall appoint the Nominating Committee to nominate potential candidates.

B. The Vice-President shall make arrangements for Board of Directors and Executive Board meetings, preside at meetings in absence of the President, serve as chair of the Nominating Committee, and assume other duties as assigned by the president or the Executive Board. The Vice-President shall have the right to vote when not acting as President.

C. The Secretary shall record the minutes of Board of Directors and Executive Board meetings, keep records of membership and attendance, send notice of meetings, and prepare other correspondence deemed necessary. Any member may submit to the Secretary items for discussion by the Board of Directors at least one week in advance of the meeting. The Secretary in consultation with the President shall mail an agenda to the Executive Board at least one week in advance of each meeting. The Secretary shall have the right to vote.

D. The Program/Project Coordinator shall maintain information on local and other community forestry projects, educational programs and resources, technical support resources, and other funding sources. The Program/Project Coordinator shall have the right to vote.

E. The Treasurer shall be responsible for all fiscal affairs of the Council, including collection of any membership fees decided upon by the Board of Directors, and administration of any grants or donations. The Treasurer shall submit an annual report of the financial operations of the corporation and such interim reports as the Board of Directors shall require.

ARTICLE VI - COMMITTEES

Section 1. The Executive Board is a permanent committee of the Board of Directors and shau be composed of the officers and the chairs of the standing committees.

Section 2. The Executive Board shall establish standing committees as needed, to pursue the purposes and goals of the Council. Chairs of the standing committees may be appointed by the Executive Board. Chairs of the standing committees shall be voting members of the Executive Board.

Section 3. The president of the Board of Directors shall establish ad hoc committees, as needed, to pursue the objectives, purposes and goals of the Council. Chairs of ad hoc committees will not be voting members of the Executive Board.

Section 4. If an ad hoc committee chair is not appointed by the Executive Board, the ad hoc committee shall select the ad hoc committee chair. The ad hoc committee chair shall keep the Program-Project Coordinator informed of the committee's work. If desired, a secretary or other positions may be appointed for the ad hoc committee.

Section 5. Standing and ad hoc committee meetings shall be called as needed