Article I. Name, Area, Original Sponsors

Section 1. Name: Northeast Colorado Resource Conservation and Development Council a.k.a. Amber Waves RC&D Principal Office shall be 621 Iris Drive, Sterling, CO 80751

Section 2.  Area:  Shall include all of Logan, Morgan, Sedgwick, Phillips, Yuma and Washington Counties and the portion of Weld County  in  Townships 7, 8, 9, 10, 11, 12 North in Range56 West.  Minor adjustments within may be made to area boundaries.

Article II. Purposes and Objectives

    The purpose of this organization is to associate together those persons who are representatives of all eligible entities for educational and scientific purposes. The objectives of the council are in accordance with the authority granted by Section 102, Food and Agriculture Act of 1962, Public Law 87-703 and other authorities involved in the program:

1. Promote the orderly development, improvement, conservation, to sustain and utilize natural and human resources of the RC&D area, thereby increasing and expanding employment, economic opportunity, economic diversification and the health education and welfare of the people.
2. Provide local leaders an opportunity to fully coordinate and utilize, most effectively, local facilities and available technology.
3. Provide information, education and assistance to the sponsor organizations in a manner that contributes to improved decision making.
4. To foster and develop public interest in the RC&D throughout the service area.
5. To procure and provide financial support for the accomplishment and continuation of any of the Corporate purposes herein stated.
6. To promote, develop and conduct the above and all allied activities only in a manner consistent with Section 501 (c)(3) of the United States Internal Revenue Code of 1954 and the Revised Colorado Nonprofit Corporation Act.

Article III. Fiscal Year

    The fiscal year of this organization shall begin the first day of January and end the last day of December in each year.

Article IV. Membership

    Membership in the corporation shall be considered as all members, employees, volunteers or participants in sponsor organizations.

Section 1. Sponsors:

    Sponsors include towns, counties, soil conservation districts, nonprofit organizations, political subdivisions of the State and others whose dues are current and who choose to support and be a part of the RC&D and its programs.     Sponsors dues shall be as follows"

• Counties over 2,600 population and less than 10,000, dues will be $200.
• Counties over 10,000 population and less than 15,000, dues will be $400.
• Towns under 500 population, dues will be $25.
• Towns more than 500 and under 1000 population, dues will be $50.
• Towns more than 1000 and under 2000 population, dues will be $75.
• Towns and Cities more than 2000 and under 10,000 population, dues bill be $200.
• Towns and cities more than 10,000, dues will be $400.00.
• Towns and cities over 15,000, dues will be $500.
• State agencies, dues will be $250.
• Political subdivisions of the State, dues shall be $100.
• Other groups and businesses will be $25.00
• Nonprofit organizations, Indian Tribes, dues will be $25.

Section 2. Members of the Council:

    Each sponsor organization can chose an individual from its members, volunteers or participants to represent them as a voting member of the RC&D Council. The full Council elects the Board of Directors of the RC&D of which at least three shall not be affiliated with an agency.

Section 3. Board of Directors:

    The Board of Directors are responsible for faithful attendance at all meetings, active participation, representing their sponsor's views at meetings, and for having knowledge of the RC&D program including the objectives of the Board of Directors. In addressing concerns on behalf of the RC&D, the Board of Directors should carefully study concerned party's views and balance them in relation to the needs of the local community and those of the area.
    The Board of Directors' job is active involvement including the identification of area wide problems and communication as the sponsor liaison. The Board of Directors should serve actively by developing ideas, reporting problems, devising solutions, relaying information, and listening to concerns of their fellow citizens. Many of the Board of Directors will be asked to serve as committee members or leaders in carrying out adopted projects. They will become key people whose efforts will determine the successful completion of the objectives.
    The membership of the RC&D Board of Directors shall be composed of up to fourteen (14) voting persons, two from each county and one exofficio member who shall be the Coordinator (paid). Board members will be chosen by election at the annual meeting prior to the last day of November each year in a process as follows:
    A nominating committee will be formed from the Board of Directors prior to the annual meeting. A slate of candidates will be presented for consideration by the nominating committee at the annual meeting. The president will open the meeting up to additional nominations from the floor. All candidates will be given a maximum of five (5) minutes to promote their candidacy for the Board of Directors. The full council will then vote on the nominations to select the board members. The president will vote only to break a tie.
    To develop rotation for the newly selected board of directors the first year, three (3) directors will be elected to fill one (1) year terms, two (2) directors will be elected to fill two (2) year terms, and two (2) directors will be elected to fill three (3) year terms. Thereafter, all Directors will be elected to three (3) year terms. Should any vacancy occur on the Board of Directors by resignation or otherwise, the unexpired term shall be filled by the Board of Directors from the existing Council by the next meeting. It will be the responsibility of the Board of Directors to ratify the filling of this position by a majority vote.
    Should a board member not participate or take an interest in the RC&D organization, the board shall have the authority to vote on and remove the board member. The board of directors will have two (2) standing committees, e.g., nominating, finance and will form other standing committees as circumstances warrant.

Article V. Officers, Action Teams

Section 1. Officers:

    Officers of the board of directors will be elected by majority vote of the board at its first meeting following the annual meeting.
    Officers of the RC&D board shall consist of the President, a Vice President, and Secretary/Treasurer. The officers shall be elected to one (1) year terms.
    The President shall preside at all meetings of the RC&D board and council. The President shall be an ex-officio member of all standing committees. The president shall have such powers and shall perform such other duties, as may be properly required of the president by the RC&D Council. The Vice President shall perform all duties of the President in his/her absence.
    The Secretary/Treasurer shall keep a record of the proceedings of the RC&D board and council and shall keep the books and records of the organization. All books will be audited by a committee from the RC&D Council or by professional audit, as appointed by the President at the end of each fiscal year.

Section 2. Action Teams:

    Action teams may be appointed from time to time to direct and coordinate projects. The Coordinator will be an ex-officio action team member as will other resource and agency personnel who have the interest to assist and take part.

Article VI. Meetings

Section 1. Roberts Rules of Order:

    Roberts Rules of Order shall govern the proceedings of all annual, regular and special meetings of the organization. Each member will have one vote. Any board or council member who in unavoidably absent may delegate any other member to vote on their behalf by written proxy. Proxies must be presented to the Secretary or his/her assign prior to being exercised and shall be read into the minutes of the meeting. The majority of those present may choose to suspend, in favor of consensus, or move to reinstate Roberts Rules of Order at any time during the proceedings. The President shall vote only to break a tie.

Section 2. Annual Meetings:

    The annual meeting of the Northeast Colorado Resource Conservation and Development Council will be held in the last quarter of the fiscal year prior to December for the purpose of electing members for the succeeding fiscal year to serve on the Board of Directors and other business that might properly be brought before it.

Section 2. Regular Meetings:

    The RC&D Board meetings shall be held, at minimum, semiannually with the time and place set by the RC&D Board. The President of the RC&D Board shall give notice of these meetings to each member at least fourteen (14) days before the meeting date. Five members present of the Board of Directors shall constitute a quorum of this meeting. A quorum can be achieved with the presence of written proxies from Board members not present. Participation and voting can be by electronic means. The President can call special meetings.

Article VII. Duties and Functions of the Board of Directors

1. The business and property of this organization shall be managed and controlled by the RC&D Board of Directors.

2. The Board of Directors shall conduct and supervise the current activities of the organization as follows:

a. Administer funds, prepare and adopt a budget and approve expense accounts and other disbursements.

b. Adopt or reject RC&D project proposals and determine priorities to be assigned to projects.

c. Prepare and keep the RC&D work plan current.

d. Organize action teams and appoint members thereon, indicate objectives and issue instructions.

e. Hold an annual meeting of all sponsors prior to November for the purpose of election of Directors and to review the year's activities.

f. Supervise the activities of the RC&D Coordinator.

3. Take such other actions, make recommendations on policy and other matters which will carry out the purpose and objectives of the RC&D area including:

a. Requesting and coordinating technical assistance and financing to implement action plans.

b. Establishing working relationships with technical advisory groups from local, state and federal agencies.

c. Conducting an information and education program to apprize the community of RC&D programs and projects. This should include communications with all area-wide related agencies and organizations.

Article VIII. Project Proposals

    Project proposals may be brought to the RC&D Council by an entity or individual with the endorsement of any sponsor. The Coordinator shall refer all proposals to the Board of Directors for necessary review, possible approval and priority assignment as they relate to the area plan and annual plan of work. Project proposals requiring NRCS field office technical assistance must have Soil Conservation District endorsement.

Article IX. Amendments

    Any articles and bylaws adopted may be amended by a 2/3 majority vote of members of the Council present to any called meeting in which there is a quorum, provided that a copy of the proposed amendment shall accompany the notice of that meeting. Proposed changes must be distributed thirty days prior to the meeting.

Article X. Dissolution of the Corporation

    Upon the dissolution of the corporation, all of its assets shall be distributed to such organizations as the Board of Directors of the corporation shall deem appropriate, and which, within the meaning now expressed in paragraph 170 (c)(2) of the Internal Revenue Code of 1954, are organized and operated exclusively for religious, charitable, scientific, literary, or educational purposes and testing for public safety.

Article XI. Non Profit Status

    Not withstanding any other provision of these bylaws, the Corporation shall not conduct, or carry on, any activities not permitted to be conducted or carried on by an organization exempt under 501 (c)(3) of the Internal Revenue Code and its regulation as they now exist or as they hereafter be amended or by the Colorado State Constitution by amendment, law, rule or regulation.

Article XII. Equal Opportunity Statement

    Northeast Colorado Resource and Conservation and Development Council prohibits discrimination in its programs on the basis of race, color, national origin, gender, religion, age, disability, political beliefs, sexual orientation, or marital or family status.

ADOPED BY THE NOTHEAST COLORADO RESOURCE CONSERVATION AND DEVELOPMENT COUNCIL THIS ____ DAY OF NOVEMBER, 2005.