Bylaws and Articles of Incorporation

Approved 10-27-2002

Supercedes 1997

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.

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Supercedes 1997

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.

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.

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Supercedes 1997

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;

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

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Supercedes 1997

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.

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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.

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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.

Approved 10-27-2002