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These Bylaws were adopted October 10, 2007 and replaced the Charter under which the Council operated since 2000.

BYLAWS OF MIDDLE FORK WILLAMETTE WATERSHED COUNCIL

Adopted: October 10, 2007

TABLE OF CONTENTS

ARTICLE I. PURPOSE

Section 1. Purpose

ARTICLE II. NONVOTING MEMBERS

Section 1. Nonvoting Members
Section 2. Rights and Obligations of Nonvoting Members

ARTICLE III. VOTING MEMBERS

Section 1. Power and Purpose of the Voting Members
Section 2. Records of Members
Section 3. Dues
Section 4. Selection of Voting Members
Section 5. Qualifications of Voting Members
Section 6. Suspension or Removal of Voting Members
Section 7. Resignation of Voting Members
Section 8. Quorum for Voting Membership Meetings
Section 9. Decision-Making by Voting Members
Section 10. Proxy Voting
Section 11. Voting by Mail, Fax or E-mail
Section 12. Annual Voting Membership Meeting
Section 13. Other Voting Membership Meetings
Section 14. Content of Notice
Section 15. Waiver of Notice
Section 16. Record Date

ARTICLE IV. BOARD OF DIRECTORS

Section 1. Duties of the Board
Section 2. Qualifications of Directors and Composition of the Board
Section 3. Number of Directors
Section 4. Terms of Directors
Section 5. Selection of Directors
Section 6. Removal of Directors
Section 7. Resignation of Directors
Section 8. Filling Vacancies
Section 9. Conduct of Directors
Section 10. Quorum
Section 11. Decision-Making and Voting
Section 12. No Proxy Voting
Section 13. Telephonic Meetings
Section 14. Decisions Without Meetings
Section 15. Meetings
Section 16. Notice of Meetings
Section 17. Waiver of Notice
Section 18. Authority of Directors

ARTICLE V. OFFICERS, CHAIRPERSON, AND STAFF

Section 1. Officers
Section 2. Election and Term of Office
Section 3. Removal
Section 4. Vacancies
Section 5. President
Section 6. Vice President(s)
Section 7. Secretary
Section 8. Treasurer
Section 9. Chair
Section 10. Executive Director and Staff

ARTICLE VI. COMMITTEES

Section 1. Establishment
Section 2. Board Committees
Section 3. Non-Board Committees
Section 4. Committee Members
Section 5. Chair
Section 6. Committee Procedures
Section 7. Limitations on Powers

ARTICLE VII. MISCELLANEOUS PROVISIONS

Section 1. Compensation of Officers and Directors
Section 2. Conflict of Interest
Section 3. Tax Year
Section 4. No Discrimination
Section 5. Annual Financial Review

ARTICLE VIII. AMENDMENTS

Section 1. Articles of Incorporation and Bylaws

NOTE: The Oregon Nonprofit Corporation Act (ORS Chapter 65) both establishes and limits the powers and procedures available to nonprofit corporations. Where any questions arise about the meaning of these bylaws, or where these bylaws are silent on an issue, the Oregon Nonprofit Corporation Act should be consulted. For assistance in updating, amending or interpreting these bylaws, contact David Atkin, attorney, at Nonprofit Support Services.

ARTICLE I. PURPOSE

Section 1. Purpose. The purposes of Middle Fork Willamette Watershed Council are exclusively those allowed for organizations defined under §501(c)(3) of the Internal Revenue Code. Within these limits, the purposes of Middle Fork Willamette Watershed Council include the following: To serve as a volunteer based partnership of diverse watershed stakeholders that focuses on promoting sustainability and making the Middle Fork Willamette watershed a better place to live, work and visit, for now and future generations. To work together as a community to restore and sustain the ecological integrity and economic viability of the watershed, and to promote local control of our future by providing effective voluntary solutions to watershed issues, to include:

ARTICLE II. NONVOTING MEMBERS

Section 1. Nonvoting Members. MFWWC may have NONVOTING MEMBERS at the discretion of the Board of Directors.

Section 2. Rights and Obligations of Nonvoting Members. The Board of Directors may by resolution establish categories of nonvoting membership and determine any obligations and privileges of members in those categories. The nonvoting members will not have the power to vote on the election of directors or members, or to participate in a binding vote on any corporate matters.

ARTICLE III. VOTING MEMBERS

Section 1. Powers and Purpose of Voting Members. Voting Members have the power to elect and also to remove the members of the Board of Directors of Middle Fork Willamette Watershed Council, to elect and remove voting members and to vote on any amendments to the bylaws or articles which would alter the qualification, selection, removal, obligations, rights or powers of the voting members, and to vote on any other matters properly put before them for an advisory vote by the Board of Directors. The Voting Members do not have the power to make binding or enforceable decisions on matters reserved for the Board of Directors, including adopting budgets, authorizing expenditures, setting policies, or determining the organization’s programs and activities.

Section 2. Records of Members. The secretary shall ensure that the organization maintains a current, formal, alphabetical record of the names, addresses and status of voting members and non-voting members.

Section 3. Dues. Annual dues, if any, will be set by the Board of Directors.

Section 4. Selection of Voting Members. The initial voting members shall be appointed by the Incorporator. Subsequent individuals requesting Voting Membership shall submit an application and must support mission and goals of the MFWWC. Members will receive bi-monthly mailings that announce upcoming council activities as well as document recent activities. Placement on the MFWWC mailing list confers council membership.

Section 5. Qualifications of Voting Members. Voting members must live in, work in, or be affected in any way by the watershed and its resources (local citizens, private landowners, scientists, industries, recreational users, related community, business and government groups, etc); and must have attended at least one meeting of the Board of Directors or General Council in the previous six months for which a voting topic has been discussed.

Section 6. Suspension or Removal of Voting Members. A voting member may be expelled by the voting members or by the Board of Directors for serious misconduct which adversely affects the interests or reputation of the corporation. Before the voting members can suspend or remove a voting member there must be not less than fifteen (15) days prior written notice of the suspension or expulsion, to the voting members, giving the reasons therefore. Further, there must be an opportunity for the member to be heard, orally or in writing, not less than five (5) days before the effective date of the suspension or removal by the voting members, or by a person or persons authorized to decide that the suspension or removal not take place.

Section 7. Resignation of Voting Members. Any voting member may resign at any time by sending or delivering a written resignation to the Secretary of the Corporation.

Section 8. Quorum for Voting Membership Meetings. The members present at a membership meeting shall constitute a quorum.

Section 9. Decision-Making by Voting Members. The affirmative vote of at least a majority of the voting members present at a properly called meeting, for which a quorum has been achieved, is necessary and sufficient to make decisions or pass resolutions by the voting members, unless a greater proportion is required by law, the Articles or Bylaws. All decisions require a clearly stated motion, a second, and a vote. All motions that are successfully adopted must be recorded in the written minutes.

Section 10. Proxy Voting. Proxy voting will not be allowed at any meeting of the voting members or as part of reaching any decision by the voting members.

Section 11. Voting by Mail, Fax or E-mail. No voting by mail, email or fax will be allowed at any meeting of the voting members or as part of reaching any decision by the voting members.

Section 12. Annual Voting Membership Meeting. There must be an annual meeting of the voting members, which will be held to elect members to the Board of Directors. It will be held during the first quarter of the calendar year at a time and location determined by resolution of the Voting Members, or by the Board of Directors, if the Voting Members do not do so, unless the meeting is set for a different period of the year. Written notice of the Annual Meeting must be sent by first class mail, fax, or e-mail, as directed by the individual member, to all voting members entitled to receive notice, at the address, e-mail, or fax number provided by the member or as it appears in the corporate records, at least 15 days in advance of the meeting. At the annual meeting voting members will hear and consider reports from the Board of Directors, officers and staff concerning the activities, management and budget of the corporation. Voting members will then elect the members of the Board of Directors, and also vote on any other matters for which proper notice was given. Voting will be by secret ballot if any person so requests. The failure to hold an annual meeting does not affect the validity of any corporate action.

Section 13. Other Voting Membership Meetings.

A. Regular Meetings. The corporation may hold a series of regular meetings of the voting members at times and locations set by the Board of Directors or Officers. A single notice sent by first class mail, e-mail, or fax, as directed by the individual voting member, at least seven days in advance of the beginning of the series of regular meetings will be sufficient and no further notice is required so long as the meeting dates and times which were announced do not change.

B. Special Meetings. Special Meetings of the voting members may be called by the President, by the Board of Directors or by a quorum of the voting members. Notice for a special meeting must be mailed by first class mail, e-mail, or fax, as directed by the individual voting member, at least seven days in advance of the meeting and must specify the purpose(s) for which the meeting is called. Only the business for which a Special meeting is called may be considered at the meeting.

Section 14. Content of Notice. The notice must contain the date, time, location and when required, the purpose of the meeting. Notices of Special meetings always require a statement of the purpose(s) for which the meeting is called. If amendments to the bylaws or the Articles of Incorporation will be considered, the notice must state this fact and either the exact wording or a summary of the amendments to be considered must be included with the notice.

Section 15. Waiver of Notice. Any voting member may waive the right to receive full advance notice of any meeting. Waivers of notice will be in writing, signed by the person entitled to notice, and will be given to the Secretary to be placed in the corporate records. Waivers may be signed before or after the meeting has taken place. The attendance of a voting member at any meeting without specific objection to improper notice will constitute a waiver of the full notice of that meeting.

Section 16. Record Date. The record date for determining the members entitled to receive notice of a meeting will be the day before the day on which the notice is mailed. The record date to determine the members entitled to vote at a member’s meeting will be the date of the meeting.

ARTICLE IV. BOARD OF DIRECTORS

Section 1. Duties of the Board. The Board of Directors will establish the corporation’s policies and review and change them as necessary, oversee its programs and activities, appoint or employ and supervise its staff director, authorize its expenditures, oversee its financial affairs, and ensure the proper management and use of its assets and property. The Board must also ensure that the corporation properly employs the necessary corporate formalities to make its decisions, that it prepares and submits all required state and federal reports, and that it operates in compliance with relevant state and federal laws. Board members must diligently prepare for, attend, and participate in the meetings of the Board of Directors and any Board committees as needed, in order to carry out these tasks. The Board must meet at least four times per year, and shall strive to do this by meeting at least once each quarter of the year. The role of the Board does not include direct management or conduct of the daily operations of the organization.

Section 2. Qualifications of Directors and Composition of the Board. Nominees for positions on the Board of Directors must have demonstrated a commitment to the mission and purposes of Middle Fork Willamette Watershed Council, must be members of Middle Fork Willamette Watershed Council, and must have expertise in areas relevant to the needs of the organization. There shall be a minimum of five designated Board members: two to seven shall be MFWWC voting members at large, one shall be a private timberland representative and one shall represent the environmental community. In addition, there shall be three non-voting advisory members of the Board: one representative from the US Forest Service, one representative from the Bureau of Land Management and one representative from the Army Corps of Engineers.

Section 3. Number of Directors. The Board of Directors must consist of no fewer than five and no more than ten voting members as well as three non-voting members. Non-voting Board members do not count towards a quorum. The voting members may create new positions on the Board of Directors by passing a resolution increasing the size of the Board, and then may appoint new directors at that same meeting or at a later time to fill the newly created positions.

Section 4. Terms of Directors. Voting members of the Board will serve two year staggered terms. However, unless they formally resign or are removed from office, directors will remain in office until their successors are properly elected, designated, or appointed. There is no limit to the number of terms, successive or otherwise, a director may serve. Non-Voting members of the Board will serve indefinite terms.

Section 5. Selection of Directors.

A. Nominations. The initial members of the Board of Directors shall be appointed by the Incorporator. Subsequent directors shall be elected by the then-current voting members at an annual meeting of the voting members held for that purpose. Nominations for new Board members may be made by the Board of Directors, by individual Board members, by voting members, or by nonvoting members.

B. Election Process. Each member will have the right to vote only for as many persons as there are director positions open on the Board of Directors at the time of the election. The vote must be by a secret ballot if any person so requests.

C. Election Policy and Procedures. The Board may prepare and adopt by resolution, a formal written policy regarding the details of the Board election process, including requirements for the announcement of elections and the solicitations of nominations, the role of a nominating committee, and the schedule and procedures that must be used to hold elections.

D. Annual Meeting. The election of directors will take place at the annual meeting of the voting members, which will be held during the first quarter of the calendar year at an exact time and place set by the Board of Directors, unless the Board or the voting members decide by resolution to set it at a different time of the year.

Section 6. Removal of Directors. Directors may be removed with or without cause by resolution of the Board of Directors. The Board may prepare and adopt by resolution, a formal written policy regarding the details of the Board removal process. Proper notice must be given in advance, as required for a regular meeting of the Board, stating that the removal of a director is to be considered.

Section 7. Resignation of Directors. A director may resign at any time. The resignation of a director must be in writing and be delivered to the Board, its presiding officer, the president, or the secretary. Once delivered, a notice of resignation is irrevocable.

Section 8. Filling Vacancies. The Board of Directors may, by a majority vote, elect new directors to fill any vacancies on the Board. A director elected to fill a vacancy will serve only until the next regular election of Directors, at which time she or he must be elected by the voting members in order to remain a director.

Section 9. Conduct of Directors. Directors must discharge their duty of loyalty and their duty of diligence in good faith with the care an ordinarily prudent person in a like position would exercise under similar circumstances and in a manner the director reasonably believes to be in the best interest of the corporation.

Section 10. Quorum. At all meetings of the Board of Directors, the presence or participation by phone of a quorum, which is at least a majority of the number of directors in office immediately before the meeting begins, is necessary to allow the transaction of corporate business or the making of corporate decisions.

Section 11. Decision-Making and Voting. All decisions require a clearly stated motion, a second, and a vote that must be recorded in the written minutes. Each voting member of the Board of Directors will have one vote. At the request of any director, the names will be recorded in the minutes of each director who voted for, voted against, or abstained on a particular motion. The directors shall diligently and conscientiously attempt to make decisions by consensus. They shall employ all standard consensus practices and techniques including the expression and careful consideration of minority views. Where it is apparent that consensus cannot be achieved, any director may request that a vote be taken instead. Each member of the Board of Directors shall have one vote. The affirmative vote of a “consensus minus one” of the directors present at any meeting at which a quorum is present is necessary and sufficient to make a decision of the Board of Directors. “Consensus minus one” shall mean that no more than one person states that he or she chooses to “block” the passage of a motion. If a motion fails to pass by a consensus minus one vote, the Board shall attempt to identify the issue(s) of conflict and may form an ad-hoc team to address this issue. All attempts will be made to ensure that this team is comprised of a balance of those who objected to and those who supported the issue that was up for a vote. This team will meet and attempt to re-frame the issue or questions, and then report back at the next Board meeting where a second vote on the issue will be held. Should the process again fail to reach a decision, the Board will decide to either table the issue indefinitely, or seek an alternative voting procedure for the particular issue (but this alternative voting procedure must be affirmed by the established decision making process of “consensus minus –one”)

Section 12. No Proxy Voting. No proxy voting is allowed at any meeting of the Board of Directors or as part of reaching any decision of the Board.

Section 13. Telephonic Meetings. Meetings may be held by telephone, or other method, so long as all participating directors may simultaneously hear and speak with each other. A director participating in such a meeting is deemed present for purposes of a quorum.

Section 14. Decisions Without Meetings. The Board may make any decision or take any action within its power without a meeting through a written "unanimous consent resolution" that sets forth the action so taken and is signed by all the directors then in office. The resolution is effective when the last director signs a copy of the unanimous consent resolution. The unanimous consent resolution may be sent or transmitted by mail, fax or email. The unanimous consent resolution must be filed with the corporate records.

Section 15. Meetings. The Board must meet at least four times per year, and shall strive to do this by meeting at least once each quarter of the year.

Section 16. Notice of Meetings. Notice must be given of every meeting of the Board, stating the date, time, and location of the meeting, and the purpose of the meeting if so required by law or these bylaws. The notice must be given not less than 2 days in advance of the meeting if delivered by telephone conversation or in person, and not less than 7 days in advance if delivered by first class mail, email, or fax to an address provided by the individual director. Regular meetings: After the initial notice is given of the schedule for a series of regular meetings, which will occur at a fixed time and place, no further separate notice is required for each of those regular meetings. Notice must state the time, date, and location of the meeting. The Board may by resolution establish or change the dates of regularly scheduled meetings, with proper notice given to all directors.

Section 17. Waiver of Notice. Any director may waive the right to receive full advance notice of any meeting. Waivers of notice must be in writing, signed by the person entitled to notice, and must be given to the secretary to be placed in the corporate records. Waivers may be signed before or after the meeting has taken place. The attendance of a director at any meeting without specific objection to the notice constitutes a waiver of the full notice of that meeting.

Section 18. Authority of Directors. No Director may speak or act on behalf of the Corporation without specific authorization by the Board of Directors to do so.

ARTICLE V. OFFICERS, CHAIRPERSON, AND STAFF

Section 1. Officers. The officers of MFWWC must carry out the policies and decisions of the Board of Directors as directed by the Board. The officers must include a president, secretary and treasurer. The Board may also elect one or more vice-presidents, a chairperson, and other officers as desired. The same person may not hold the offices of president and secretary at the same time, but the same person may hold any other two offices. Officers do not have to serve simultaneously as members of the Board of Directors. Officers who are not members of the Board have no right to vote on Board decisions.

Section 2. Election and Term of Office. The officers of MFWWC will be elected by the Board of Directors. As soon as possible following the election of directors, the Board of Directors will meet to elect new officers of the corporation. Each officer will hold office for one year or until her/his successor has been properly elected and has taken office, unless she or he resigns or is removed.

Section 3. Removal. Any officer elected by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the interests of the corporation would be best served by such removal. Removal will be without prejudice to the contract rights, if any, of the officer so removed. The person being considered for removal has no vote in the process of removal.

Section 4. Vacancies. If any office of the corporation becomes vacant by death, resignation, retirement, removal, disqualification, or any other cause, the directors in office, although less than a quorum, may elect an officer to fill such a vacancy. The elected officer will hold office for the remaining portion of the term of that office.

Section 5. President. The president is the principal officer of the corporation and will, in general, supervise or oversee the supervision of all of the affairs of the corporation. The president generally will preside at all meetings of the Board of Directors, unless the Board selects another person to preside. The president will also perform other duties as may be assigned by the Board of Directors. The president may serve as an ex-officio member of any committee.

Section 6. Vice-President. In the absence of the president or in the event of the president's inability to act, the vice-president will perform the duties of the president. The vice-president, when acting as president, will have all the powers of and is subject to all the restrictions on the president. The vice-president will also perform other duties assigned by the Board of Directors. More than one vice-president position may be created and duties clarified, in an ordinary resolution of the Board.

Section 7. Secretary. The secretary will perform or oversee the performance of the following duties: a) record and keep the minutes of the meetings of the members and of the Board of Directors and of any Board committees, in one or more books provided for that purpose; b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; c) be custodian of the corporate records; d) keep a register of the mailing address of each voting member as provided by such member; e) ensure that all required state and federal reports are prepared and filed in a timely fashion; and f) perform or oversee all duties incident to the office of secretary and such other duties as from time to time may be assigned by the president or by the Board of Directors. The Secretary may delegate some or all of these tasks but remains responsible for their proper completion.

Section 8. Treasurer. The treasurer will perform or oversee the performance of the following duties: a) be responsible for the proper management and control of all funds of the corporation; b) prepare full and accurate financial records on a timely basis of all the income, expenses and assets of the corporation; c) present reports at every Board meeting on the financial affairs of the corporation; d) provide financial information necessary to prepare and file the required reports to state and federal government agencies, showing the income, disbursements, and assets of the corporation. The Treasurer may delegate some or all of these tasks but remains responsible for their proper completion.

Section 9. Chair. The Board may elect a chair and determine his or her duties.

Section 10. Executive Director and Staff. The Board may appoint or employ an executive director or other staff, whether paid or unpaid, to perform and conduct the programs and activities of the organization. The Board of Directors shall evaluate the performance of the Executive Director on an annual basis. Unless the Board determines otherwise, the executive director will have the power, subject to the Board of Directors, to hire staff, establish staff duties and performance standards, evaluate the performance of staff, and when necessary terminate the employment of staff of the corporation.

ARTICLE VI. COMMITTEES

Section 1. Establishment. The Board may establish any committee, including standing committees or temporary committees, by a resolution of the Board. Such resolutions must name the committee and the purpose of the committee, must state whether it is a "Board" committee or a "non-Board" committee, and must state what powers, authority and duties have been delegated to the committee, how the chair of the committee and how the members of the committee will be appointed or elected, and may state what procedures, if any, the committee will use in carrying out its work. The Board of Directors must always have the power to amend, alter, or repeal the decisions of its committees, subject to limitations on the unilateral amending of contracts, interference with third-party rights, and other legal limitations.

Section 2. Board Committees.

A. The Board may establish "Board” committees to which are delegated part of the power of the whole Board to authorize expenditures and craft budgets, policies and programs to be approved by the full Board. Such committees must be established by the affirmative vote of a majority of all directors then in office. Board committees must consist of two or more directors, and must not have any members who are not members of the Board of Directors.

B. Executive Committee: The Board may elect an Executive Committee. The Executive Committee will have the power to make decisions between Board meetings, including financial and budgetary decisions. Notice of all Executive Committee meetings must be given to all Board members, including a description of the purpose of the meeting and a solicitation of comments by the full Board of Directors. The Executive Committee must comply with the provisions of the bylaws concerning the full Board as far as those are reasonably applicable to the Executive Committee. All Executive Committee decisions must be recorded in official minutes, which will be submitted to the full Board. Unless the Board of Directors decides otherwise, the Executive Committee will consist of the president, secretary, and treasurer of the organization, so long as they are simultaneously members of the Board of Directors.

Section 3. Non-Board Committees. The Board may establish "non-Board" committees, including working committees or advisory committees, which do not have the power to authorize expenditures, adopt budgets, set policy, establish programs, or make decisions for the corporation. Such committees are established through a resolution adopted by the directors present at a properly called meeting. Any person may be a member of such a committee, whether or not that person is a member of the Board of Directors. There shall be a non-Board Technical Advisory Committee.

Section 4. Committee Members. The Board will appoint the members of every Board committee. The President or the Board or the Chair of Non-Board committees may appoint the members of Non-Board committees. The term of office of a member of a committee will continue until his or her successor is appointed unless the committee is terminated, the member resigns or is removed from the committee, or the member ceases to qualify as a member of the committee.

Section 5. Chair. One member of each committee must be selected or appointed chair by the Board, or if the Board wishes, it may delegate that power to the president or the members of the committee, subject to later confirmation by the Board.

Section 6. Committee Procedures. Unless otherwise specified, Board Committee meetings will operate with the same quorum and voting requirements as the full Board, and as far as possible will operate according to the procedures of the Board as stated in these bylaws. If any formal decisions or resolutions are voted on at a committee meeting, then the votes and the resolutions so adopted must be recorded in the form of corporate minutes and filed with the secretary.

Section 7. Limitations on Powers. No committee may a) elect, appoint or remove any officer, member of the Board of Directors, or member of a Board committee; b) authorize the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the corporation; c) authorize the dissolution of the corporation or revoke proceedings therefore; d) amend, alter, or repeal the Articles, the bylaws, or any resolution of the Board of Directors; e) authorize the payment of a dividend or any part of the income or profit of the corporation to its directors or officers.

ARTICLE VII. MISCELLANEOUS PROVISIONS

Section 1. Compensation of Officers and Directors. No officer or member of the Board of Directors will receive any compensation for fulfilling the responsibilities of a member of the Board or of an officer as defined in these bylaws. However, the corporation may pay compensation to officers and members of the Board of Directors for other services performed as employees or independent contractors as long as the required rules for conflicts of interest are followed. Board members and their relatives who receive regular compensation from the corporation must always constitute less than a majority of the Board. Officers and members of the Board of Directors may receive reimbursement for actual expenses incurred in the course of fulfilling their responsibilities.

Section 2. Conflict of Interest. A conflict of interest is always present whenever the corporation pays money or other compensation, or provides any tangible benefits, to an officer or member of the Board or to a member of a director’s or officer’s family. All transactions involving conflicts of interest must be approved using the following procedures: 1) Conflict of interest transactions must be approved by the full Board of Directors; they cannot be approved by staff, the executive director, or by a committee. 2) Directors and officers who have a conflict of interest in any matter must a) declare the existence of any direct or indirect conflict of interest, b) disclose its nature on the record, and c) abstain from voting on that matter. The minutes must record this to show that it was done. 3) The rest of the Board must analyze the transaction and sufficient information to ensure that all transactions involving a conflict of interest are fair to the corporation and that no special benefits are being given to any person. The information relied upon by the Board, and its source, must be recorded in the minutes. 4) All conflict-of-interest transactions must be approved by the affirmative vote of a majority of all of the members of the Board of Directors who do not have a conflict of interest involved in that issue, as long as no less than two disinterested directors vote to approve the transaction. All Directors and Officers must sign a disclosure of all conflicts of interest, and update it if that disclosure needs to be changed.

Section 3. Tax Year. The tax year of the corporation is the calendar year.

Section 4. No Discrimination. In the delivery of its services to the public, MFWWC does not discriminate for or against any person on the basis of ethnicity, nationality, place of origin, religion, gender, sexual orientation, marital status, familial status, economic status, age, or mental or physical disability.

Section 5. Annual Financial Review. The Board must require the performance of an annual financial review which must involve the services of a trusted person with bookkeeping or accounting skills and knowledge, and which does not rely upon the services of the person who does the financial bookkeeping for the organization, or the person(s) who sign the checks for the organization. This financial review need not be formal, but must at least review and reconcile the checkbook entries, bank statements, deposit slips, receipts and expense documentation. The Board of Directors may authorize a full formal audit as necessary.

ARTICLE VIII. AMENDMENTS

Section 1. Articles of Incorporation and Bylaws. Amendments can be made to the bylaws of the Middle Fork Willamette Watershed Council at any time by presenting in writing the proposed amendment to the Board of Directors. The Board of Directors will discuss the proposed amendment(s) and transmit, with recommendation, to the Voting Membership for consideration. All requests for Amendments are required to be presented in writing to the Board of Directors at least two weeks prior to the next scheduled Board meeting.

Our Charter

This charter was developed from meetings and discussions held between March and September 2000, by the membership of the developing Middle Fork Willamette Watershed Council.

The Council wishes to acknowledge the efforts of those Oregon-based Watershed Councils whose formations preceded ours, thereby assisting in laying the foundation for this Charter.

Purpose

The Middle Fork Willamette Watershed Council serves as a volunteer-based partnership of diverse watershed stakeholders that focuses on promoting sustainability and making the Middle Fork Willamette watershed a better place to live, work, and visit; for now and future generations.

Mission

To work together as a community to restore and sustain the ecological integrity and economic viability of the watershed, and promote local control of our future by providing effective voluntary solutions to watershed issues.

Goals

Organization and Procedures

General Council

The Middle Fork Willamette Watershed Council may make recommendations to governing bodies and other communities of interest within the watershed regarding the quality, protection, restoration, and enhancement of the watershed. The council does not serve a regulatory role. The council serves as a forum for discussion and a clearinghouse for information, and it may, after deliberation, make recommendations on actions affecting the watershed that are proposed by local, state, and federal agencies, as well as by other organizations or interests.

The Council encourages an "open-door" membership policy. Membership is all-inclusive and ever changing, and members work towards achieving the Council's Mission and Goals as defined in this Charter. Membership is open to all folks who live in, work in, or are affected in any way by the watershed and it's resources (local citizens, private landowners, scientists, industries, recreational users, related community, business and government groups, etc.).

Members complete a membership application, support the mission and goals of the Council, and receive monthly mailings that announce upcoming council activities as well as document recent activities. Placement on the Council mailing list confers actual Council membership.

Council meetings are normally held once a month. Meeting locations vary in order to compensate for the large physical nature of the watershed, and permit most everyone to attend a meeting proximate to their homes at least once every few months. Currently, meeting sites rotate between Lowell, Oakridge, and south Springfield. In the future, meetings may be held in Jasper, Dexter, or Westfir. At least one meeting each year will be a field-based tour of a project or site that in some way affects the watershed (restoration activities, etc.).

Steering Committee

A standing Steering Committee guides the Watershed Council. The Steering Committee ensures continuity among council activities and monitors progress towards achieving the council's mission and goals. The Steering Committee also oversees fiscal operations, provides feedback to the Council coordinator, and makes staffing and operating decisions. The Steering Committee makes reports at general council meetings regarding their topics of discussion, recommendations, and decisions.

The Steering Committee is comprised of no less than 7 and no more than 11 members. All members are volunteers from within the general council membership. Each member must be "affirmed" by the general council during a council meeting. Four of the "seats" are designated appointments: one representative each from the Willamette National Forest, Army Corps of Engineers, Private Timber Industry, and Environmental interests. The remaining 3-7 seats are strictly "at-large". When an "at-large" opening occurs, and more than one person volunteers to fill the opening, the interested volunteers must submit a brief written summary that describes themselves and why they wish to serve on the Steering Committee. The information will be made available for review by the members of the General Council to assist in choosing the prospective Steering Committee member.

Steering Committee members will each serve a term of two years, and rotation of members will be staggered in order to ensure continuity (during the first year, 3 of the "at-large" seats will serve one-year terms). Each year, the Steering Committee will designate a Chairperson to serve as a spokesman for the Steering Committee in addition to serving as an official Watershed Council representative on all matters requiring endorsements and/or signatures from a Council representative. The General Council will hold affirmation votes regarding Steering Committee membership each year during a designated Middle Fork Willamette Watershed Council Annual Meeting.

The Steering Committee will meet as often as necessary to conduct the business of the Council. Minutes will be taken at all Steering Committee meetings and made available for review.

All meetings of both the General Council and Steering Committee are open to anyone interested in attending.

Decision-Making

All decisions being made within both the General Council and Steering Committee will be made by those present who have attended at least one of the previous three General Council or Steering Committee meetings, and using the "consensus minus-one" decision-making process. Permitting only those members who have attended at least one of the previous three General Council or Steering Committee meetings to participate in the vote will help ensure that those voting will have more than likely been involved in at least one meeting where the topic being voted upon was discussed.

Members present who meet the one-in-the-previous-three-meeting attendance requirement, but do not wish to vote on a particular issue, are permitted to abstain. Voting member abstention will not affect the ability of the council to reach a decision.

All matters of substance (pursuit of funding, grant applications, project prioritization, Council direction, etc.) will be initially discussed by the Steering Committee, who will then make recommendations to the General Council for discussion and decision by "consensus minus-one" of those council members present who meet the attendance requirement. General operating procedures such as fiscal decisions, council meeting agenda compilation, and staffing, will be made solely by the Steering Committee.

Should a decision fail to achieve "consensus minus-one" during initial vote, the council will identify the issue(s) of conflict and may form an ad-hoc team to address the issue. All attempts will be made to ensure that this team is comprised of a balance of those who objected to and those who supported the issue which was up for vote. This team will meet and attempt to re-frame the issue or question, and then report back at the next Council meeting where a second vote on the issue will be held. Should the process again fail to reach a decision, the process will be repeated a second time. After a third failure to reach a decision, the Council will decide to either table the issue indefinitely, or seek an alternative voting procedure for the particular issue (but this alternative voting procedure must be affirmed by the established decision making process of "consensus minus-one").

The Council will use a meeting facilitator to help to ensure full participation of members, help members stay on track, help ensure that members abide by accepted common rules of courtesy, and help the council reach decisions.

Technical Team

The Technical Team is a standing committee comprised of people possessing sound scientific backgrounds and/or technical expertise in areas of watershed health and watershed physical processes. The Committee's primary function is to assist the Council in achieving its' goals related to improved watershed conditions as defined in this Charter.

The Technical Team will provide the Council guidance concerning watershed restoration, assessment compilation, and the development of a watershed Action Plan. The Technical Team will vary in size and representation relative to agency, organization, and citizen availability.

Other Committees and Teams

The council encourages the formation of small committees and groups to address specific issues, projects, tasks, and interests. These committees can be short-term in nature, such as a committee formed solely to implement a specific restoration project; or they can become a standing (long-term) committee, such as one focused on providing continual education and outreach services for the Council. All committees must communicate their focus, intent, meeting information and membership to the Steering Committee; as well as share their recommendations and activities at General Council meetings. Calls for volunteers to serve on committees can be made through mailings and at General Council meetings.

Participation and Information Sharing

The Middle Fork Willamette Watershed Council works towards creating a positive community atmosphere through welcoming anyone with an interest in watershed issues to attend meetings and become a council member. The Council is continually searching to increase its membership.

The Council strongly supports voluntary participation. Although supportive of science-based watershed restoration activities on private lands, the Council recognizes the rights of individuals to make decisions about their own actions and property. The Council will only engage in a project on private land with the expressed written consent of the landowner. Any commitments made by the landowner will be entirely voluntary.

The Council will also attempt to the best of its ability to make all council-generated information available for review by any and all interested parties. Every available effort will be made to grant the public access to information and assist people in gaining answers to their watershed-related questions.

Monthly mailings are sent to all people on the Council mailing list approximately one week prior to the scheduled general council meeting each month. These mailings detail upcoming meeting dates and locations, meeting agendas, issues that are presently in front of the council, other relevant topics of discussion, as well as include minutes from the previous months meeting. The mailings will continue as long as funding and in-kind services allow. Announcements of upcoming Council meetings are also submitted to pertinent local media outlets for publishing. A minimum of ten minutes will be set aside for public comment near the beginning of every general Council meeting.

Amendments

The Middle Fork Willamette Watershed Council recognizes that this Watershed Council will continue to evolve and change along with the pertinent issues and participating membership. As such, opportunities to amend the charter and general operating procedures of the Council will always be available.

Amendments can be made to the charter of the Middle Fork Willamette Watershed Council at any time by presenting, in writing, the proposed amendment to the Steering Committee. The Steering Committee will discuss the proposed amendment(s) and transmit, with recommendation, to the General Council for consideration. All requests for amendments are required to be presented in writing to the Steering Committee at least two weeks prior to the next scheduled Steering Committee meeting.

AMENDMENT #1 (approved June 16, 2004): The Council will indemnify its Steering Committee members to the fullest extent allowed by Oregon Law.