BYLAWS OF THE
c/o Donald C. Strimbeck, Secretary, P. O. Box 519, Granville WV 26534-0519.
Phone 304-599-7585 (fax: 4131).
TABLE OF CONTENTS
ARTICLE I - NAME, PURPOSE AND ADDRESS
ARTICLE II - BOARD OF DIRECTORS
ARTICLE III - OFFICERS
ARTICLE IV - ASSOCIATES
ARTICLE V - FISCAL YEAR
ARTICLE VI - COMMITTEES
ARTICLE VII - LIABILITY
ARTICLE VIII - AMENDMENTS
ARTICLE IX - DISSOLUTION
ARTICLE X - AFFILIATE ORGANIZATIONS
ARTICLE I - NAME, PURPOSE AND
SECTION l - Name: The members of the
UPPER MONONGAHELA RIVER ASSOCIATION, Inc., hereinafter known as
UMRA, do hereby incorporate under the above name in the County of
Monongalia, State of West Virginia. This organization will
operate as a not-for-profit 501(c)(6) corporation.
SECTION 2 - Purpose: The purposes for
which UMRA is formed are:
The purpose of UMRA is to promote the general
development of the area encompassed by the drainage basin for the
Upper Monongahela River in West Virginia. Primary concerns are
economic development and quality of life concerns related to the
environment and recreational opportunities. Activities directed
towards this purpose include, but are not limited to, the
1.0 Recreational boating activities,
which includes powered boats and other powered watercraft, water
skiing, non-powered boats (eg, rowboats, canoes, kayaks, racing
and rowing shells, and sailboats), and, boating activities
primarily for recreational fishing.
2.0 Development of river-based
facilities, eg, campsites, rails-to-trails, preservation and
adaptation of old unused bridges for the recreational trails
system in the region, river tours, swimming areas, boat launching
ramps, marinas, shore-side restaurants, etc., by government,
commercial, and recreational organizations and entities, in
support of recreation in the Upper Mon region.
3.0 Development of river-based commerce,
and supporting shore-side facilities such as commercially-owned
and publicly-owned river terminals, and businesses for building,
repairing, maintaining, and storing commercial and recreational
4.0 Establishment of a public port
authority, or other appropriate entity, for the Upper Monongahela
River region in West Virginia, empowered to achieve the goals of
5.0 Lobby government, business,
recreational, environmental, and civic organizations on behalf of
UMRA goals. Specific priorities here include:
5.1 Congressional passage of legislation
that adds boating recreation to the waterways mandates of the US
Army Corps of Engineers (COE).
5.2 Ensure that COE has sufficient funds
to operate the locks on the Upper Monongahela on lock schedules
that fully facilitate river commerce and recreation, and,
further, that COE has sufficient funds to maintain these locks.
6.0 Raise funds for UMRA operations and
programs through individual, government, business, civic, and
organizational dues, grants, and donations.
7.0 Promote the overall development of
communities and infrastructure in the Upper Mon watershed, to
include, but not limited to:
7.1 Transportation, to include, road,
rail, river, and air.
7.2 Improved quality of water resources,
to include ground water, streams and the Monongahela
River, to address sedimentation and runoff problems, acid mine drainage, and, to provide adequate water and sewage treatment systems for the region.
8.0 Advocate programs which enhance the
quality of the environment, safety, and public health in the
Upper Mon region.
9.0 Promote and execute cultural,
educational, and public information activities that relate to
goals sought by UMRA.
10.0 Promote tourism for the Upper Mon
region, including attraction of long range recreational boaters
to the area, tour boats, and, boating and fishing tournaments.
11.0 Execute programs to study and
publish the history of the Upper Mon region, and, to develop and
assist historical sites (eg, Prickett's Fort) and museums (eg,
Riverfront Museums at the Seneca Center, Morgantown).
SECTION 3 - Address: For the purpose of
receipt of notices and mailings, the principal place of business
for the UMRA shall be: UPPER MONONGAHELA RIVER ASSOCIATION, Inc.,
c/o Donald C. Strimbeck, Secretary, 109 Broad Street, P. O. Box
519, Granville WV 26534-0519, phone 304-599-7585, fax
304-599-4131, email firstname.lastname@example.org.
SECTION 4 - Definitions: The word
"members" shall refer to the officers and directors of
the corporation. The word "associate" shall refer to an
individual or organization meeting the criteria set forth in
ARTICLE 4. An "affiliate director" shall be an
individual appointed by an Affiliate Organization pursuant to
ARTICLE X to represent its interests.
ARTICLE II - BOARD OF
SECTION 1 - Makeup of Board: The
organization shall be managed by a board of directors which shall
manage the business and property of the organization as further
specified herein. The number of directors of the organization
shall be set at six (6), plus affiliate directors. Directors
shall be elected by the members of the UMRA.
SECTION 2 - Term: One-third of the initial board of directors shall be elected for a three-year term, with one-third elected for a two-year term, and the final one-third elected for a one-year term. Thereafter, directors shall be elected for three-year terms and serve until their successors are duly elected and assume office. No director will serve more than two consecutive three-year terms. Initial terms shall be designated by drawing lots at the first meeting of the newly constituted board of directors.
SECTION 3 - Regular Meetings: The board
of directors shall meet regularly as such time and place as they
may determine. It shall be the duty of each director to attend
the meetings. Should any director miss more than three
consecutive regularly scheduled meetings without an excuse
submitted in advance, the remaining directors may vote to remove
this director at the next regularly scheduled meeting of the
board. A two-thirds vote of the remaining directors is needed for
Meetings of the board of directors will be set
by the president or, in his/her absence, the vice-president. For
the purpose of conducting any business affairs of the
organization, a quorum consisting of a majority of the board of
directors must be present at the meeting. Directors must have no
less than one week's notice of regularly scheduled meetings;
notice is to be given in writing, by telephone, or by other
electronic means received one week before the meeting.
SECTION 4 - Special Meetings: Special meetings of the board of directors may be called on no less than 48 hours notice by any two directors. Special meetings must address only specific purpose(s) announced in the call. Notice for special meetings may be given by the most expedient means available. For the purpose of conducting any business affairs of the organization at a special meeting, a quorum consisting of a majority of the board of directors must be present.
SECTION 5 - Annual Meeting: The board of directors will hold an annual meeting at a time and place of its choosing in the month of April of each year. Notice for this meeting will be given as it is given to regularly scheduled meetings of the board of directors.
SECTION 6 - Nomination/Election of Board: Each February, the president will appoint a nominating committee consisting of three members of the board of directors who are not eligible for re-election that year. Each member of the nominating committee will serve for two-years. Two members will be appointed in even number years and one member in odd numbered years after 200l. In that year, three members must be appointed, and they will draw lots to determine who will serve for two-years and who will serve for one-year. The committee will choose its own chair each year.
The nominating committee will present its slate
to the board of directors in writing no later than March l5 of
each year. The committee may, but is not required to, present a
slate with more than one candidate for each position. If there
are unfilled terms, the nominating committee will also present
candidate(s) for those position(s).
Members of the board of directors will return
their ballots to the chair of the nominating committee no later
than two weeks before the date of the annual meeting. Ballots
must be received by the chair of the nominating committee by that
date. The chair of the nominating committee will be responsible
for notifying those who were on the ballot of the results of the
SECTION 7 - Vacancies of Directors: - A
vacancy on the board of directors because of death, resignation,
removal, disqualification or otherwise, shall be filled
temporarily by the board of directors until a new individual is
elected to fill the vacancy at the next annual meeting.
SECTION 8 - Authority of Board: The
principal purpose of the board of directors as specified earlier
is to manage all affairs of the UMRA. Specificially, it shall
enter into all contracts and exercise general supervision,
control, and custody of all property and equipment belonging to
ARTICLE III - OFFICERS
SECTION 1 - Number: The officers of the
UMRA, who are also the officers of the board of directors, shall
consist of a president, vice president, secretary, and treasurer.
These officers shall be elected by the UMRA board of directors
from within its own ranks at the annual meeting of the board of
directors. Officers shall begin their terms of office on May l
and shall serve until their successors are duly elected and
SECTION 2 - Term of Office: The term of
office for the officers shall be for one year. The board of
directors may choose to elect an officer for consecutive service
in that office, with the restriction that an officer cannot serve
more than two one year consecutive terms in that office,
following his or her initial year in office.
SECTION 3 - Duties of the President: The
president shall preside at all meetings of the UMRA, both
associates' and board of director's meetings (regular, special,
and annual), and shall have general supervision and authority
over the affairs of the meeting as generally specified by
properly recognized parliamentary procedures. Upon the absence of
the president at any meeting, the vice president shall have
general authority to conduct the affairs. No meeting, either of
associates or the board of directors, shall be held unless either
the president or the vice president presides. The president shall
have the authority, through the board of directors, to sign all
contracts and written instruments on behalf of the UMRA. It shall
also be the responsibility of the president to provide a brief
written activity report on the affairs of the UMRA at each
meeting, both of associates and the board of directors. The
president shall also perform other such duties in keeping with
his/her office as directed by the UMRA board of directors.
The president shall co-sign all checks along
with the treasurer when disbursing the funds of the UMRA if the
check is over $500.00 (five hundred dollars). Disbursements up to
$l00.00 (one hundred dollars) may be made without the prior
approval of the executive board. Expenditures in excess of
$l00.00 must be approved in advance by the executive committee.
Emergency approval may be obtained via telephone or other
electronic inquiry by either the president or the treasurer.
SECTION 4 - Duties of the Vice President:
The vice president shall, in the absence of the president,
perform all duties relative to that position. Other duties in
keeping with the position may be delegated by either the
president or the board of directors. The vice president will
chair the long range planning committee for the board of
SECTION 5 - Duties of the Secretary: The
secretary shall record the proceedings of all meetings, both
associate and board of directors, in the organizational minutes.
Furthermore, the secretary shall have the responsibility for
maintaining all books, records, and papers (except financial
records and papers) of the UMRA and shall present for inspection
such records and documents when duly requested by either the
president or the board of directors. Other duties in keeping with
the office of secretary may be delegated by the president or the
board of directors. The secretary shall also keep a roll of the
associates and shall attend to all correspondence of the UMRA.
Upon authority of the president, the secretary will provide
notices of all board meetings, either by letter, memorandum,
telephone, or other electronic form.
SECTION 6 - Duties of the Treasurer: The
treasurer shall maintain custody of the funds and all financial
records and papers of the UMRA and shall deposit such funds as
applicable in any accounts maintained by a FDIC insured bank,
credit union, or similar entity guaranteed by the FDIC. Along
with the president, the treasurer will co-sign all checks or
other instruments disbursing funds from UMRA account(s) as
provided in Section 3 of this article. The president and
treasurer will so sign such checks in the presence of each other,
and, only after the treasurer has completely filled in the
payment information on the check. In other words, the president
will not sign in advance blank checks! At each regular meeting of
the board of directors and at each associate meeting, the
treasurer shall furnish a statement in writing of account
balances, including all pertinent disbursements and/or
expenditures since last report. At each annual meeting of the
board of directors, the treasurer shall provide a written
financial report of all financial activity of the previous year.
The treasurer shall serve as a member of the budget and finance
committee. Other duties in keeping with the office of treasurer
may be delegated by either the president or the board of
SECTION 7 - Removal: Any officer or
agent may be removed by the board of directors whenever, in its
judgment, the best interest of the UMRA will be served. Such
removal will be upon the vote of at least two-thirds of all
SECTION 8 - Vacancies: A vacancy in any
office because of death, resignation, removal, disqualification,
or otherwise shall be temporarily filled by the board of
directors from within its ranks and that individual will serve
until the next annual meeting.
ARTICLE IV - ASSOCIATES
SECTION l - Eligibility: Any person or
organization interested in the general purposes specified by the
UMRA as defined in Article I, Section 2, shall be eligible to be
an associate of this organization and shall receive all benefits
as determined by the board of directors.
SECTION 2 - Associates: All persons
becoming associates of the UMRA shall furnish their name, mailing
address, and telephone number to the secretary for the purposes
of receiving scheduled mailings.
SECTION 3 - Associate Categories: The
board of directors may establish categories of associates to
include businesses, subscriptions, life associates, government,
households, organizational, or honorary associates as necessary.
At no time will associates have a vote in the affairs of the UMRA
except insofar as associates are members of committees.
SECTION 4 - Dues: The board of directors
may establish a dues structure and dues benefits for categories
of associates at each annual meeting of the board of directors.
Dues structures and benefits will be in effect for the fiscal
year immediately following the annual meeting.
ARTICLE V - FISCAL YEAR
SECTION 1 - Fiscal Year: The fiscal year
for UMRA will be from 1 January to 31 December of each year.
ARTICLE VI - COMMITTEES
SECTION 1- Standing Committees: The board of directors shall appoint as necessary the following standing committees of the UMRA and determine the chairperson of each committee, where the chairperson is not designated by these by-laws. As the need dictates, other standing committees may be formed with members appointed by the board of directors. Committee members will be members of the board of directors and/or associates.
a. Planning Committee - Shall have the vice president as a chairperson. Shall have five members, including the treasurer and a minimum of one additional Board member.
b. Public Relations Committee - Chairperson shall be appointed by the president. Shall have minimum of two members, and maximum of four members, including at least one board member.
c. Budget and Finance Committee - Shall have the treasurer as the chairperson. Shall have three members, including the treasurer and at least one additional board member.
d. Fund Raising Committee - Chairperson to be appointed from associates or board of directors by the president. Shall have three to five members, including the vice president.
e. Bylaws Committee - Shall include five members, who shall be the president, vice president, secretary, and two associates.
SECTION 2 - Authority of Committees: All
committees recognized by the board of directors will derive their
authority and purpose from the board. The chairperson shall
report directly to the president and, upon his/her direction,
will provide the board of directors and associates with written
reports of activities. Not all standing committees may be active
at any given time. Creation of new committees shall be decided by
a vote of the board of directors and do not require an amendment
to these bylaws.
ARTICLE VII - LIABILITY
SECTION I - Limitation of Liability: An
officer or director of the UMRA shall not be personally liable
for monetary damages for any action taken, or any failure to take
action unless the officer or director has breached or failed to
perform the duties of his or her office within the purview of
willful misconduct or recklessness.
SECTION 2 - Insurance: The UMRA board of
directors may, upon a vote of at least two-thirds of the
directors, purchase insurance against the liability of the
officers and directors as well as against liability toward the
organization itself and protection for any property, real or
personal, owned by the organization.
ARTICLE VIII - AMENDMENTS
SECTION 1 - Amendments: These bylaws may
be modified, altered, or amended at any regular meeting or any
special meeting of the Board of Directors called for that
purpose. Any amendment of these bylaws shall be proposed in
writing to the secretary, and notice of such amendments shall be
given by the secretary to each member of the board of directors
not less than fourteen (l4) days in advance of the meeting at
which such amendments are to be voted upon. A decision to amend
the bylaws may only be made if there is a quorum; a majority vote
of those present at said meeting shall be required to approve
ARTICLE IX - DISSOLUTION
SECTION 1 - Dissolution: Should the UMRA
at any time permanently cease to function, any buildings, real
property, or personal property shall be turned over to an
organization serving similar purposes, to be used at its
ARTICLE X - AFFILIATE
The UMRA may establish or recognize Affiliate Organizations which share the aims of the UMRA.
An Affiliate Organization may sever its connection with the UMRA upon giving sixty (60) days notice to the board.
An Affiliate Organization shall be represented
on the board by an affiliate director. The affiliate director
shall be entitled to one vote on any matter which shall be
presented for board action, except election of officers, annual
UMRA budget, or personnel matters.