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BYLAWS
OF THE
KOOTENAI ENVIRONMENTAL ALLIANCE, INC.
ARTICLE I
PURPOSE
The purposes for which the Corporation is formed are as set forth in the Articles of Incorporation which is documented as follows: The purpose of this corporation shall be to maintain, protect, and improve the environmental quality of the Idaho Panhandle, with primary emphasis on Kootenai County.
ARTICLE II
MEMBERSHIP
The Corporation shall have no members pursuant to Idaho Nonprofit Corporation Act section 30-30-403.
ARTICLE III
BOARD OF DIRECTORS
Section 1: Powers, Duties and Responsibilities. There shall be a Board of Directors of the Corporation (“Board”), which shall have the general power to oversee and control the business, property, and affairs of the Corporation, except as otherwise expressly provided by law, the Articles of Incorporation of the Corporation, or these Bylaws. Directors shall be responsible for promoting the purposes of the Corporation and shall also be involved in such duties and responsibilities as are established from time to time by a majority vote of the Board.
Section 2. Number and Composition. The members of the initial Board shall be those individuals named in the Articles of Incorporation and shall serve until their successors are elected and qualified. Thereafter, the Board shall be comprised of no less than three (3) and no more than fifteen (15) individuals.
The Composition of the Board shall reflect the Corporation’s commitment to its purpose and include a diverse representation of stakeholders, partners, and community members.
Section 3. Election and Term of Office. The members of the Board shall be elected by a majority vote of the Board of Directors. Members of the Board shall serve a term of two (2) years and may be elected to two consecutive terms. Following the completion of two consecutive terms, a Director must leave the Board for at least one year before seeking election to another term.
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Section 4. Compensation. Directors shall not be entitled to any compensation for work, services, or resources provided to the Corporation while serving as a Director.
Section 5. Resignation. Any Director may resign at any time by giving written notice to the President of the Board. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the President of the Board.
Section 6. Removal. Any Director may be removed from office without cause by an affirmative two-thirds vote of all of the Directors then in office at any regular or special meeting of the Board call expressly for that purpose. Any Director may be removed from office with cause by an affirmative majority vote of all Directors then in office.
Section 7. Vacancies. The Board may fill any vacancy occurring on the Board prior to the next election. Vacancies shall be filled for the unexpired term.by an affirmative majority vote of the remaining Directors then in office. For a Director filling a vacancy in the first half of a year, the current calendar year shall be considered the first year of that Director’s first term. For a Director filling a vacancy in the second half of a year, the next calendar year shall be considered the first year of that Director’s first term.
Section 8. Regular Meetings. Regular meetings of the Board shall be held at least quarterly, at such time, day and place as shall be designated by the Board. Notice of the time, day, and place of each regular meeting shall be given at least five (5) days previous to the meeting.
Section 9. Special Meetings. Special meetings of the Board may be called at the direction of the President or by a majority of the Directors then in office, to be held at such time, day and place as shall be designated in the notice of the meeting. Notice of the time, day, and place of the special meeting shall be given two (2) days previous to the meeting. Notice may be waived if attendance and participation at a meeting is without objection.
Section 10. Quorum. A majority of the Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board.
Section 11. Manner of Acting. Except as otherwise expressly required by law, the Articles of Incorporation, or these Bylaws, the affirmative vote of the majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board. Each Director shall have one vote. Voting by proxy shall not be permitted.
Section 12. Unanimous Written Consent In Lieu of a Meeting. The Board may take action without a meeting if written consent to the action is signed by all of the Directors then in office. Email signatures may constitute a signed action of any Director.
Section 13. Remote Meeting Attendance. Under circumstances that prevent any one or more Directors from attending a Board meeting in person, such Directors may attend by means of a conference phone or other technology which allows all persons participating in the meeting to
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hear each other. Such remote participation shall be equivalent to presence in person at the meeting for purposes of determining if a quorum is present.
ARTICLE IV
OFFICERS
Section 1. Officers. The officers of the Corporation shall minimally consist of President, Vice-President, Secretary and Treasurer. The Corporation may have such other assistant officers as the Board may deem necessary, and such officers have the authority prescribed by the Board. Two or more offices may be held by the same person except the offices of President and Secretary
Section 2. Election of Officers. The officers of the Corporation shall be elected by a majority of the Directors then in office at an annual meeting of the Board.
Section 3. Term of Office. The officers of the Corporation shall be installed at a regular or special meeting of the Board at which they are elected and shall hold office for one (1) year until the next annual meeting of the Board or until their respective successors shall have been duty elected.
Section 3. Resignation. An officer may resign at any time by giving written notice to the President. Such resignation shall take effect at the time specified in the notice, or if no time is specified, then immediately.
Section 4. Removal. Any officer may be removed from such office, with or without cause, by a two-thirds vote of all of the Directors then in office at any regular or special meeting of the Board called expressly for that purpose.
Section 5. Vacancies. A vacancy in any office shall be filled by the Board for the unexpired portion of the term.
Section 6. President. The President shall give active direction and exercise oversight pertaining to all affairs of the Corporation and shall preside over meetings of the Board. The President may sign contracts or other instruments, which the Board of Directors has authorized to be executed, and shall exercise all duties incident to the office of President as may be prescribed by the Board.
Section 7. Vice President. The Vice President shall preside in the absence of the President. In case of vacancy, the Vice President shall become President until the Board elects a new President.
Section 8. Secretary. The Secretary shall keep the minutes of the meetings of the Board, ensure staff members keep corporate records, and in general perform all duties incident to the office of Secretary and such other duties that may be assigned by the Board.
Section 8. Treasurer. The Treasurer shall be responsible for and oversee all financial matters of the Corporation. The Treasurer shall ensure staff members properly receive and give receipts
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for moneys due and payable to the Corporation and deposit all such moneys in the name of the Corporation in appropriate banks, and in general perform the all the duties incident to the office of the Treasurer and such other duties as from time to time may be assigned by the Board.
Section 9. Bonding. If requested by the Board, any person entrusted with the handling of funds or valuable property of the Corporation shall furnish, at the expense of the Corporation, a fidelity bond approved by the Board.
ARTICLE V
COMMITTEES
Section 1. Standing Committees. The Board, by resolution adopted by a majority of the Directors then in office, may designate and appoint one (1) or more committees that shall assist in the governance of the Corporation. Committee membership must include two (2) or more Directors who serve at the pleasure of the Board. However, no committee shall have the authority to amend or repeal these Bylaws, elect or remove any officer or Director, adopt a plan or merger, or authorize the voluntary dissolution of the Corporation.
Section 2. Executive Committee. Between meetings of the Board, on-going oversight of the affairs of the Corporation may be conducted by an Executive Committee, the membership of which shall be the Officers. Other members may be appointed by the President. In certain emergency situations, which shall be set forth in a resolution of the Board, the Executive Committee shall be empowered to act on behalf of the Board.
Section 3. Other Committees and Task Forces. The Board may create other committees and task forces as they shall deem appropriate. Such committees and task forces shall have only the power and duties designated by the Board of Directors, and shall give advice and make non-binding recommendations to the Board. Every committee must include at least one Director, unless specifically delegated to a committee member. In addition, each committee must have a Chair, who will be appointed by the President. Each Chair of a committee shall serve for one year until the next annual meeting of the Board and until a successor is appointed, unless the committee is sooner dissolved.
Section 4. Vacancies. Vacancies in the membership of committees may be filled by the Chair of the committee or the President of the Board.
Section 5. Rules. Each committee and task force may adopt rules for its meetings consistent with these Bylaws or with any rules adopted by the Board.
ARTICLE VI
INDEMNIFICATION
Unless otherwise prohibited by law, the Corporation may indemnify any Director or officer or any former Director or officer, and may by resolution of the Board indemnify any employee, against any and all expenses and liabilities incurred by him or her in connection with any claim,
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action, suit, or proceeding to which he or she is made a party by reason of being a director, officer, or employee. However, there shall be no indemnification in relation to matters as to which he or she shall be adjudged to be guilty of a criminal offense or liable to the Corporation for damages arising out of his or her own gross negligence in the performance of a duty to the Corporation.
Amounts paid in indemnification of expenses and liabilities may include, but shall not be limited to, counsel fees and other fees; costs and disbursements; and judgments, fines, and penalties against, and amounts paid in settlement by, such director, officer, or employee. The Corporation may advance expenses or, where appropriate, may itself undertake the defense of any director, officer, or employee. However, such director, officer, or employee shall repay such expenses if it should be ultimately determined that he or she is not entitled to indemnification under this Article.
The Board of Directors may also authorize the purchase of insurance on behalf of any Director, officer, employee, or other agent against any liability incurred by him or her which arises out of such person’s status as a Director, officer, employee, or agent, whether or not the Corporation would have the power to indemnify the person against that liability under law.
ARTICLE VII
AMENDMENTS TO BYLAWS
The Board may adopt one (1) or more amendments to the bylaws upon the affirmative vote of two-thirds of all Directors then in office at any regular or special meeting of the Board.