Arkansas/Illinois/Missouri (AIM) for Wilderness Stewardship, Inc.
Name, Location, and Mission Statement
Section 1. Name and Location. The official name of the corporation is Arkansas/Illinois/Missouri for Wilderness Stewardship, Inc., to be commonly known as AIM for Wilderness Stewardship and is hereinafter referred to as the “Corporation”. It is incorporated in the State of Missouri. The principal office of the Corporation shall be 811 Ann Street, Festus MO 63028, but meetings of Directors may be held at such places within the States of Arkansas, Illinois or Missouri, as may be designated by the Board of Directors. The location of the principal office may be changed at any regular or special meeting of the Board by a two-thirds majority vote of those Directors present, provided that proper advance notification is given that this will be on the agenda.
Section 2. Mission Statement. The mission of AIM for Wilderness Stewardship is to assist federal land agencies in Arkansas, Illinois and Missouri in managing and protecting present and potential Wilderness Areas under their jurisdictions. To achieve this mission, AIM for Wilderness Stewardship mobilizes human, financial and in-kind resources from diverse communities throughout the tristate area and beyond, and then directs their application to the needs of wilderness as mutually agreed upon with the land agencies.
Section 1. “Corporation” shall mean and refer to Arkansas/Illinois/Missouri for Wilderness Stewardship, Inc., its successors and assigns.
Section 2. The term “Wilderness Areas” as used by the Corporation will be meant to include Wilderness Study Areas, and other roadless areas and similar wildlands that are of such character that they might be officially designated as Wilderness Areas at some time in the future by the Congress of the United States.
There shall be no members of AIM for Wilderness Stewardship.
Board of Directors; Election and Term of Office
Section 1. Number of Directors. The affairs of this Corporation shall be managed by a Board of a minimum of six (6) and a maximum of fifteen (15) Directors. There shall be at least two directors from each of the three states the Corporation serves. The number of Directors may be further increased by approval of a motion to do so by a two-thirds majority vote of the total number of Directors.
Section 2. Nomination. Nominations to the Board of Directors may come from any quarter, including by self-nomination. Nominees must be in agreement to serve before being nominated.
Section 3. Election and Term of Office. The first Directors shall be elected by a majority of the members of the Steering Committee formed to create the Corporation. For the first class of Directors, the initial terms of each Director on the Board, as determined by the Steering Committee, shall be for one (1), two (2), or three (3) years. Thereafter, the full term of office for a director shall be three years. The Board of Directors will elect its membership by simple majority vote at its annual meeting in the last quarter of the calendar year. Board members will take office immediately upon being elected. To the extent practicable, taking into account increases or decreases in the number of Directors constituting the Board of Directors, one-third (1/3) of the Board of Directors shall be elected each year, the Directors so elected filling the place of retiring Directors. In the event of a change in the number of Directors, the resolution effectuating such change shall specify the years in which the terms of the directorships thereby created shall first expire. Vacancies occurring in the Board of Directors, including vacancies due to an increase in the number of Directors, may be filled by the Directors then in office. Any Director may succeed himself or herself indefinitely.
Section 4. Removal. Any Director may be removed from the Board, with or without cause, if two-thirds of the total number of Directors vote for such person’s removal. In the event of death, resignation, or removal of a Director, the successor may be elected at any time by the remaining members of the Board to serve the unexpired term of the predecessor.
Section 5. Resignation. Any Director may resign from the Board at any time by giving written notice to the Chair of the Board. The successor may be elected by the remaining members of the Board to serve the unexpired term of the predecessor.
Section 6. Staff Members. No employee of AIM for Wilderness Stewardship shall be a member of the Board of Directors. If, under special circumstances, a Director should become a member of the staff, the Director must resign from the Board of Directors.
Meetings of Directors
Section 1. Regular Meetings. Regular meetings of the Board of Directors shall be held at regular intervals throughout the year. The date, hour and place for each regular meeting will be set by Board consensus.
Section 2. Notice. Notice of any annual, regular or special meeting shall be given at least ten (10) days previous thereto by written notice delivered either personally, by email, facsimile, or other form of wire or wireless communication, or by mail to each director at his or her business or home address. Written notice shall be deemed effective at the earliest of the following: (i) When received; (ii) five days after its deposit in the United States mail, as evidenced by the postmark, if mailed correctly and with first class postage affixed; or (iii) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.
Section 3. Quorum. A majority of the number of Directors present in person or electronically shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.
Section 4. Proxy Voting. Not permitted.
Section 5. Teleconferencing. Regular or special meetings of the
Board of Directors, and of the Executive Committee, may take place by teleconference using the most suitable electronic means available, although Directors are encouraged to be present in person at such meetings whenever possible.
Section 6. Staff Members. At such time as an Executive Director is employed, this person is required to attend all meetings of the Board of Directors and of the Executive Committee, unless excused by the Chair, and be prepared to report, as requested, on activities of the Corporation. An Executive Director may bring other employees or other persons to a Board meeting to provide special reporting to the Directors. No employee of the Corporation has a vote.
Section 3. U.S. Land Agency Representatives. Representatives of the U.S. Forest Service, U.S. National Park Service and U.S. Fish & Wildlife Service are welcome at meetings of the Board of Directors, including meetings of the Executive Committee, to provide information and advice relating to activities of the Corporation. These representatives do not have a vote.
Section 7 . Conduct of Meetings.
- Meetings of the Directors shall be presided over by the Chair or, in his or her absence, by the Vice-Chair, or in the absence of both by a Chair chosen by the majority of the Directors present at the meeting.
- The Secretary shall act as a Secretary of all meetings of the Directors. In his or her absence, the presiding Officer shall appoint another person to act as Secretary of the meeting.
- All meetings shall be conducted in the spirit of Robert’s Rules of Order “Modern Edition.” Any issues not dealt with specifically in these Bylaws shall be addressed by the general principles set forth in Robert’s Rules of Order.
Section 8. Action Taken Without A Meeting. The Board may take any action in exceptional circumstances that do not permit the convening of the Board, either in person or electronically, by obtaining the written approval, including by email, of a majority of the Directors of any proposed action. Any action so approved shall have the same effect as though taken at a meeting of the Directors.
Powers, Duties, and Responsibilities of the Board of Directors
Section 1. Powers. The Board of Directors shall have the power to:
- Exercise for the Corporation all powers, duties, and authority vested in or delegated to it by the provisions of these Bylaws and the Articles of Incorporation.
- Declare the office of a member of the Board of Directors to be vacant in the event such Director shall have three (3) unexcused, consecutive absences from the regular meetings of the Board of Directors.
- Employ an Executive Director and prescribe the duties and responsibilities of this position.
Section 2. Duties. It shall be the duty of the Board of Directors to:
- Cause to be kept a complete record of all its acts and corporate affairs open for inspection by the public.
- Supervise all officers, agents, and the Executive Director of this Corporation, and see that their duties are properly performed.
- Oversee all programs and activities of the Corporation and its employees to assure that they serve the Mission as stated in Article I, Section 2 of these Bylaws and are in keeping with the Corporation’s not-for-profit status.
Section 3. Responsibilities and Indemnification.
- The Board of Directors is legally responsible to protect, maintain, and uphold the tax-exempt status of the Corporation.
- In accordance with the laws of the State of Missouri, the Officers and Directors shall not be liable, individually or collectively, for any act performed for or on behalf of AIM for Wilderness Stewardship, where such act is performed in good faith and in the furtherance of the Corporation’s stated goals and objectives. Whenever any Officer or Director shall be held liable for an act performed in good faith and for the benefit of the Corporation, then he or she shall be held harmless and be indemnified by the Corporation out of corporate funds, if any. The Officers, Directors and representatives shall be liable for debts incurred by the Corporation only to the extent of its funds, and all persons extending credit to, contracting with, or having any claims against the Corporation shall look only to the corporate funds for payment of any such debts, damage, judgment or decree. The Officers, Directors, and representatives of AIM for Wilderness Stewardship, present or future, shall not be held personally liable for any such claim or demand.
Section 4. Insurance and Other Indemnification. The Board of Directors shall have the power to (a) purchase and maintain, at the Corporation’s expense, insurance on behalf of it and on behalf of others to the extent that power to do so has been or may be granted by statute, and (b) give other indemnification to the extent permitted by law.
Section 5. Conflict of Interest. No Director shall vote on or participate in the consideration of any matter in which the member has a personal financial interest, as articulated in the Corporation’s Conflict of Interest Policy, which shall be adopted by the Board.
Section 6. Compensation; Loans. No Director shall receive compensation for any service rendered to the Corporation. However, any Director may be reimbursed for actual expenses incurred in the performance of his or her duties. The Corporation shall not make any loan of money or property to, or guarantee the obligation of, any Officer.
Officers and Their Duties
Section 1. Enumeration of Officers. The officers of this Corporation shall be a Chair, a Vice Chair, a Treasurer and a Secretary, and such other officers as the Board may from time to time by resolution create. All officers shall be Directors of the Corporation.
Section 2. Election of Officers. The Board of Directors shall elect its officers. An election of officers shall take place at a meeting of the Board of Directors in the fourth quarter of each year. The elected officers will take office immediately upon their election.
Section 3. Term. The officers of this Corporation each shall hold office for one (1) year unless he/she shall sooner resign, or shall be removed, or be otherwise disqualified to serve. An officer may be reelected to the same or to another officer position. In the event of death, resignation, or removal of an officer, the successor shall be elected by the Board at its next regular meeting and shall serve for the unexpired term of the predecessor. So that the Corporation never goes without a Chair, the Chair, in the vacancy of the Vice Chair position, may continue in office after the expiration of his or her term until a successor is elected.
Section 4. Special Appointments. The Board may elect such other officers as the affairs of the Corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may determine.
Section 5. Resignation and Removal. Any officer may be removed from office, with or without cause, by a two-thirds vote of the Board. Any officer may resign at any time by giving written notice to the Board, the Chair, or the Secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 6. Vacancies. A vacancy in any office may be filled by election by the Board. The officer elected to such vacancy shall serve for the remainder of the term of the officer he or she replaces.
Section 7. Duties. The duties of the officers are as follows:
- Chair. The Chair shall preside at all meetings of the Board of Directors and shall see that decisions of the Board are carried out. The Chair shall be authorized to perform the duties of the Treasurer as described below, in the event that the Treasurer is unable or unavailable to perform those duties. The Chair will be the principal channel of communication between the Board and the Executive Director, although other Board members will have such direct contact as affairs of the Corporation require. As such, the Chair will exercise on a regular basis the Board’s responsibility for assuring that the duties of the Executive Director are being properly performed.
- Vice-Chair. The Vice-Chair shall assist the Chair and in the absence of the Chair, or in the event of his or her refusal to act, shall perform all the duties of the Chair, and when so acting, shall have all the powers of, and be subject to all the restrictions on, the Chair. The Vice-Chair shall have other powers and perform such other duties as may be prescribed by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors.
- Treasurer. The Treasurer shall adhere to sound accounting principles that produce reliable financial information, ensure fiscal responsibility, and build public trust. The Treasurer shall, subject to the direction and control of the Directors:
- have general charge of the financial affairs of the Corporation; open appropriate bank accounts and until such time as an Executive Director is employed receive and deposit therein all monies received by the Corporation;
- disburse or cause to be disbursed the funds of AIM for Wilderness Stewardship as may be directed by the Directors or Chair, keeping proper records for such disbursements;
- keep or cause to be kept adequate and correct accounts of all of its assets, liability, receipts, and disbursements;
- exhibit at all reasonable times the books of account and financial records to any Officer or Director, or his or her agent or attorney, upon request;
- obtain services of competent professionals, if needed, to perform the filing of both state and federal annual tax returns or to prepare any other filings or administrative actions that may be required by law;
- render to the Chair and Directors, whenever requested, and at each Director’s Meeting, an account of any or all of his or her transactions as Treasurer or by those delegated, and of the financial condition of the Corporation;
- shall prepare, in close consultation with the Executive Director, an annual budget and a statement of income and expenditures to be presented to the Board at the appropriate regular meeting and be open for public inspection;
- in general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation, by these Bylaws, or which may be assigned to him or her from time to time by the Directors or the Chair;
- may delegate to an Executive Director, in consultation with the Executive Committee of the Board of Directors, certain specified duties of the Treasurer, so long as the Treasurer oversees and remains primarily responsible for these duties, including that the Treasurer or the Chair in his or her absence, must co-sign any disbursements in excess of five hundred dollars ($500.00);
- when so directed by the Board, shall cause an audit of the Corporation books to be made by a public accountant;
- upon leaving office, shall turn over all financial records of the Corporation to the newly elected Treasurer within seven (7) days.
- Secretary. The Secretary shall record the votes and keep and distribute in a timely manner to all Board members the minutes of all meetings and proceedings of the Board and of the Executive Committee; serve notice of meetings of the Board and of the members; keep appropriate current records showing the members of the Corporation together with their addresses, and shall perform such other duties as required by the Board. Upon leaving office, the Secretary shall turn over all books and records of the Corporation, except those maintained by the Treasurer, to the newly elected Secretary within seven (7) days.
Board of Directors Committees
Section 1. Executive Committee. The Executive Committee shall be comprised of the officers of the Corporation and at least one additional member of the Board of Directors, to be elected annually for a one-year term in the fourth quarter of the year by majority vote of the Board.
- A majority of the Executive Committee members shall constitute a quorum for transaction of business. The Executive Committee shall have the same notice and voting requirements as are applied to Board meetings, and minutes shall be kept of each meeting of the Executive Committee.
- The Executive Committee shall have the power to exercise the authority of the Board in the management of the Corporation in an emergency or other situation where the Chairperson deems that actions should be taken before a full Board meeting could reasonably be held; provided that, the Executive Committee shall not have the power of the Board in reference to amending, altering or repealing Bylaws, electing, appointing or removing any Director or Officer, adopting a plan of merger or consolidation, authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Corporation; authorizing the voluntary dissolution of the Corporation or revoking proceedings thereof, adopting a plan for the distribution of assets of the Corporation, or amending, altering or repealing any resolution of the Board which by its terms may not be amended, altered or repealed by such committee. The designation and appointment of any such committees and the delegation thereof of authority shall not operate to relieve the Board, or any individual Director, of the responsibility imposed on said Director by law.
- The Executive Committee shall be responsible for approving the salary of the Executive Director.
- Any decisions made by the Executive Committee on behalf of the Board shall be recorded in the minutes of the subsequent Board meeting.
Section 2. Other Committees. The Board may establish Committees to meet the needs of the organization and shall appoint all Committee Chairs. The Board may reorganize or deactivate Committees at its discretion. A Committee Chair will appoint members of his or her committee, subject to the review of the Board of Directors.
Execution of Instruments, Deposits and Funds
Section 1. Execution of Instruments. All contracts, deeds, leases, bonds, notes, checks and other instruments authorized to be executed by a Director or an Officer of the Corporation on its behalf may be signed by the Chair or Treasurer, except as the Directors may generally, or in a particular case, otherwise determine. Such authority may be delegated, where permitted by law, so long as the Chair or Treasurer oversees and remains primarily responsible for such duties.
Section 2. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of AIM for Wilderness Stewardship in such banks, trust companies or other depositories as the Treasurer or his or her designee may select, and as approved by the Directors.
Section 3. Gifts. The Officers, Directors, employees or other representatives may accept on behalf of AIM for Wilderness Stewardship a contribution, gift, bequest or devise for the charitable or public purposes of the Corporation. However, no one shall have the power to commit to corporate favors for having received said gifts.
Books and Records
The books, records, and papers of the Corporation shall at all times, during reasonable business hours, be subject to inspection. The Articles of Incorporation and the Bylaws of the Corporation shall be available for inspection at: ______________________ (to be filled in a first board meeting)
Section 1. These Bylaws may be amended at any meeting of the Board of Directors by a vote of two-thirds of the total number of Directors, provided that proper advance notification is given to the Directors that an amendment to the Bylaws is on the agenda.
Section 2. In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles shall control.
Section 1. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of October and end on the 30th day of September of every year, except that the first fiscal year shall begin on the date of incorporation.
Section 2. Dissolution. Dissolution of the Corporation shall be accomplished by a three-fourths affirmative vote of the total number of the Board of Directors, provided that proper advance notice of the intent to vote on dissolution must be given to all Board members.
Section 3. Disposition of Assets. Upon the dissolution of the Corporation, the Board of Directors, in accordance with the Articles of Incorporation, shall, after paying or making provisions for the payment of all liabilities of the Corporation, dispose of all assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such organization or organizations organized and at the time qualify as an exempt organization or organizations under Section 501(c)3 of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine.