LEWIS CREEK
WATERSHED ASSOCIATION, Inc. - dba Lewis Creek Association
ARTICLES OF INCORPORATION
Article 1: Name and Registered Agent
This organization shall be known as the Lewis Creek Watershed
Association, Inc., and shall conduct business as the Lewis Creek
Association (LCA). Its business address is 442 Lewis Creek Road,
Charlotte, VT 05445 and its registered agent is Martha Illick.
Article 2: Purpose
Section 1. The LCA is organized as a nonprofit corporation
under the laws of the State of Vermont for public and charitable
purposes and is not organized for the private gain of any
person. The LCA is a public benefit corporation.
Section 2. The LCA's purpose is to protect, maintain, and
restore ecological health while promoting social values that
support sustainable community development in the Lewis Creek
watershed region and Vermont.
Article 3. Organizational and Operational Requirements
Section 1. Notwithstanding any other provisions of these
articles, the LCA is organized exclusively for one or more
purposes as specified in Section 501(c)(3) of the Internal
Revenue Code of 1986, and shall not carry on any activities not
permitted to be carried on by an organization exempt from
Federal income tax under IRC 501(c)(3) or corresponding
provisions of any subsequent tax laws.
Section 2. No part of the net earnings of the LCA shall inure
to the benefit of any member, trustee, director, officer of the
organization, or any private individual (except that reasonable
compensation may be paid for services rendered to or for the
organization), and no member, trustee officer of the
organization or any private individual shall be entitled to
share in the distribution of any of the organization's assets on
dissolution of the organization.
Section 3. No substantial part of the activities of the LCA
shall be carrying on propaganda, or otherwise attempting to
influence legislation (except as otherwise provided by IRC
501(h)) or participating in, or intervening in (including the
publication or distribution of statements), any political
campaign on behalf of or in opposition to any candidates for
public office.
Section 4. In the event of dissolution, all of the remaining
assets and property of the LCA shall after payment of necessary
expenses thereof be distributed to such organizations as shall
qualify under section 501(c)(3) of the Internal Revenue Code of
1986, or corresponding provisions of any subsequent Federal tax
laws, or to the Federal government or State or local government
for a public purpose, subject to the approval of a Justice of
the Supreme Court of the State of Vermont.
Section 5. In any taxable year in which the LCA is a private
foundation as described in IRC 509(a), the organization shall
distribute its income for said period at such time and manner as
not to subject it to tax under IRC 4942, and the organization
shall not (a) engage in any act of self-dealing as defined in
IRC 4941(d); (b) retain any excess business holdings as defined
in IRC 4943(c); (c) make any investments in such a manner as to
subject the organization to tax under IRC 4944; or (d) make any
taxable expenditures as defined in IRC 4945(d) or corresponding
provisions of any subsequent Federal tax laws.
structure.
Section 6. Though the LCA will encourage, welcome and rely
upon the active participation of all who share its mission, it
will not operate with a formal membership structure.
LEWIS CREEK WATERSHED ASSOCIATION, Inc.
dba Lewis Creek Association
BY-LAWS
ARTICLE I. Mission and Goals
The mission of Lewis Creek Association is to protect,
maintain and restore ecological health while promoting social
values that support sustainable community development in the
Lewis Creek watershed region and Vermont.
Through education and action, LCA will:
- restore water quality, stream stability, and native
wildlife habitat
- protect and restore important and diverse natural areas
- conserve productive and scenic lands that contribute to
rural character and economy
- support growth compatible with important natural systems
and working landscapes
- strengthen and support related conservation initiatives and
opportunities
- model active participation and respect for differences
The Board of Directors shall carry out the purpose of the
organization as set forth in the Articles of Incorporation and
these Bylaws, and may adopt additional policies without amending
these Bylaws. Though the LCA will encourage, welcome and rely
upon the active participation of all who share its mission, it
will not operate with a formal membership structure.
ARTICLE II. Board of Directors
Section 1. General Powers
The Board of Directors of the Association shall direct the
affairs of the Association and shall be responsible for its
policies and finances.
Section 2. Number and Tenure
The Board of Directors consists of individuals who are
committed to the mission and goals of the Association and who
live in the following towns in the Lewis Creek watershed:
Ferrisburgh, Charlotte, Monkton, Hinesburg, Huntington,
Starksboro and Bristol. The number of Directors of the
Corporation shall be no less than (five) 5 and no more than
(fifteen) 15. The Board of Directors, in selecting Directors,
shall attempt to achieve equal representation from the watershed
towns, to the greatest extent practicable. Directors shall be
elected by a majority of the board for three-year terms,
commencing at an annual meeting selected by the Board for this
purpose, among other things, provided that:
a. the Board of Directors may, but need not, fill vacancies
in directorships for the unexpired balance of the term of any
directorship; and
b. the Board of Directors shall classify directorships so
that approximately one/third of the terms of the Directors
expire each year.s;
Section 3. Meetings
Regular meetings of the Board of Directors may be set by the
Board. Special meetings of the Board for any purpose or purposes
may be called at any time by the President or by any three (3)
Directors; Directors may participate in special meetings by
telephone if necessary, provided that all Directors can hear one
another, and such participation shall constitute presence at the
meeting. Regular meetings are open to the public. Special
meetings may or may not be open to the public.
Section 4. Notice
The Secretary shall assure reasonable notice of the time and
place of each meeting of the Board of Directors is provided,
subject to the direction of the Board.
Section 5. Quorum
One-third of the number of Directors then in office, but not
less than three (3), including at least one officer, shall
constitute a quorum for transaction of business at any meeting
of the Board of Directors. A meeting at which a quorum is
present may continue to transact business notwithstanding the
withdrawal of Directors from the meeting such that the quorum
requirement is no longer met, provided that any decisions are
affirmatively voted on by at least a majority of the number of
Directors that were in attendance when a quorum was present.
Section 6. Voting
Unless otherwise provided by law or by these Bylaws, all
decisions made by the Board at a meeting shall be made by a
simple majority of those Directors present at the meeting, but
in no case shall the majority constitute less than 3 directors.
Any action required or permitted to be taken at a meeting of the
Board may be taken without a meeting if all the Directors
consent to the action in writing and the written consents are
filed with the records of the meetings of the Board.
Section 7. Compensation/Indemnification.
Directors shall not be compensated for their services as
Directors To the extent of the protection afforded by the
Vermont Nonprofit Corporation Act, Directors shall not be
personally liable for any debt, liability or obligation of the
Association, and the Association shall indemnify all Directors
against any damages, expenses and reasonable costs incurred, by
reason of being made a party to a suit because of his/her being
or having been a Director.
Section 8. Vacancies
A vacancy on the Board shall occur on the death, incapacity,
resignation, or removal of any Director. A majority of the
remaining Directors then in office may elect a new Director to
complete the vacated directorship.
Section 9. Removal
No Director may be removed from the Board without just cause.
Removal shall be by a two-thirds (2/3) vote of the then members
of the Board of Directors, acting at a meeting preceded by seven
(7) days written notice, which shall specify that such removal
is to be considered and voted upon. Missing three consecutive
meetings of the Board of Directors shall constitute just cause
for removal of a Director under this section.
Section 10. Nominating Committee
The Board of Directors shall annually appoint up to three (3)
members of a Nominating Committee, one of whom shall act as
Committee Chair. The Nominating Committee shall determine the
number of Director vacancies to be filled, pursuant to these
by-laws, and shall prepare a slate of nominees for election by
the Board at the annual meeting designated for this purpose,
among other items of business.
ARTICLE III. OFFICERS AND COMMITTEES
Section 1. Officers
The officers of the Association shall be president, vice
president, secretary and treasurer and such other officers as
the Board may from time to time determine, who shall be elected
annually by the Board. The officers shall serve for a term of
one year, or until such time as their successors are duly
qualified and elected. Any two or more offices may be held by
the same person at the same time, except the offices of
President and Secretary.
Section 2. Removal
Any officer may be removed by a two thirds (2/3) vote of the
Board of Directors whenever in its judgment the best interests
of the Corporation will best be served thereby.
Section 3. Vacancies
Vacancies in any office because of death, resignation,
removal, disqualification, or otherwise shall be filled by the
Board of Directors for the unexpired portion of the term.
Section 4. President
The President shall preside at meetings of the Board of
Directors. The President shall exercise general supervision,
subject to the direction of the Board, over the affairs of the
Association and shall have such other powers and duties as are
prescribed by law, these Bylaws, or by the Board.
Section 5. Vice-President
In the absence or disability of the President, the
Vice-President shall perform all the duties of the President,
and in so acting shall have all the powers of the President. The
Vice-President shall perform such other duties as the President
or Board may designate.
Section 6. Secretary
The Secretary, subject to the direction of the Board, shall
oversee the keeping of complete records of the proceedings of
the Board of Directors; shall see that all notices are given in
accordance with the provisions of these by-laws; and shall
discharge such other duties as pertain to the office or
prescribed by law, these by-laws, or by the Board.
Section 7. Treasurer
The Treasurer, subject to the direction of the Board, shall
be the chief financial officer of the Corporation and have such
duties as are prescribed by law, these by-laws, or by the Board.
Section 8. Committees
The Board of Directors may establish and appoint committees,
consisting of at least two (2) Directors and also other
interested persons, as it deems necessary and appropriate to
advance the purposes of the Corporation. These Committees shall
have the power and authority to act for the Board on such
matters as the Board may delegate, except as prohibited by law
or these by-laws. By a majority vote of the Board of Directors,
the Board may at any time revoke any or all of the authority so
granted. The committees shall keep minutes of their proceedings
and report the same from time-to-time as the Board may require.
A majority of the members of each committee shall constitute a
quorum for the transaction of business by that committee.
ARTICLE IV. AMENDMENTS
These by-laws may be altered, amended or repealed, and new
by-laws may be adopted, by a two thirds (2/3) majority vote of
the Board of Directors at any regular or special meeting,
provided that a summary of any proposal for such action, and
notification that full proposals are available upon request,
shall be set forth in the notice of meeting, which shall be
provided, in writing, at least seven (7) days prior to the
meeting. The full proposals for such proposed action shall be
available upon request.
