NORTH CAROLINA CHAPTER
LOCAL CHAPTER NO. 45
(Revised 1993)
SOIL AND WATER CONSERVATION SOCIETY, {INCORPORATEDI
BYLAWS

ARTICLE I
Name

The name of this organization shall be the North Carolina Chapter (hereinafter referred to as the Chapter) of the Soil and Water Conservation Society, Inc.

ARTICLE II.
Area

Section 1. Headquarters of the Chapter shall be the address designated by the Executive
Committee.
Section 2. The State of North Carolina shall constitute the area of the Chapter.

ARTICLE III.
Objectives

The objectives of the Chapter shall be consistent with those of the Soil and Water Conservation Society (hereinafter referred to as the Society), as a nonprofit educational and scientific organization dedicated to advancing the science and art of good land and water use. The specific objectives of this Chapter are:

A. To advance the science and art of good land and water use.

B. To promote the conservation and beneficial use of soil, water and related natural resources.

C. To promote good communication between the various resource conservation organizations.

D. To encourage and promote the teaching of conservation principles to young people in educational institutions within the state.

E. To study and evaluate actions proposed by ot hers that affect natural resources and to develop and support an official chapter position that appears to be clearly in the public interest.

F. To initiate and support public information activities that would inform the public of the value and importance of soil and water conservation and to encourage careful evaluation of courses of action affecting natural resources.

G. To take other appropriate actions that would help to ensure that mankind may have the use and enjoyment of our natural resources forever.

ARTICLE IV.
Membership

Section 1. Membership in the Chapter shall consist of members, student members, life members, and contributors as recognized by the Society. Chapter members shall be in good standing in the Society under similar membership classification. All individual members of the Chapter shall have the privilege of the floor at any meeting of the Chapter, shall have the right to vote upon any proposition or at any election, may serve on committees, and may hold office in the Chapter.

Section 2. Membership in the Chapter may be acquired by application to the Chapter with payment of annual Chapter dues.

Section-3. Membership in the Chapter shall end upon termination of membership in the Society; by failure to pay Chapter dues within 60 days after the membership anniversary date as set by the Society; or by written resignation; or by 2/3 vote of the council. Associate Chapter membership will terminate when any of the latter three situations occur.

Section 4. Annual dues of the Chapter shall be an amount set by the Council based on the needs of the Chapter. Society and Chapter dues shall be payable together to the Society headquarters or to the Chapter Treasurer.

Section 5. In addition to the categories to membership and related responsibilities and privileges contained in Section 1, a Chapter Associate membership is available. These members have privileges only to attend meetings and serve on committees. This membership class does not pay dues to the Society and therefore does not receive the Journal or other Society benefits.

This membership may be acquired by application to the Chapter. Also, persons may be interested in Associate Membership while' attending a Chapter meeting or special function where it ' could be made available. This membership requires annual payment of Chapter dues plus an annual fee of five dollars.

ARTICLE V.
Officers

Section 1. Officers of the Chapter shall be President, President-Elect, Immediate Past President, Secretary, and Treasurer, and shall comprise the Executive Committee. The Secretary and Treasurer may be the same, or separate members, at the discretion of the council. The Executive Committee shall handle routine and emergency business.

Section 2. The President shall have general responsibility for the affairs of the Chapter; preside at Chapter meetings and sessions of the Council and Executive Committee (see Section 1); ensure the timely election of Chapter officers; and appoint committees and representatives provided under Articles VII and VIII. The President shall represent the Chapter as a delegate to the annual meeting of the Southern Section of the Society (usually held in conjunction with the Southern Association of Agricultural Scientists meeting) with such cost sharing from Chapter funds as may be approved by the Council.

Section 3. The President-Elect shall be elected annually as hereinafter provided. The term, of office for the President-Elect shall commence upon his/her installation and shall continue until the installation of his/her successor. The President-Elect shall represent the Chapter as a delegate to the annual meeting of the Society with such cost sharing from Chapter funds as may be approved by the Council.

Section 4. The President-Elect shall automatically become President when installed or when the position is otherwise vacated. The President-Elect may create and appoint committees and may plan activities to become effective at the time he or she becomes President. In the absence of the President, the President-Elect shall assume the responsibilities and perform the duties of the President. In the event that the President-Elect ascends to the presidency prior to the end of the current term of office, he or she shall a point, from among the Council members, a person to complete the un-expired term of office as President-Elect. This action shall be taken within 10 calendar days of the ascension.

In the event that both President and President-Elect vacate their offices without designated successors in place, the immediate Past President shall assume all responsibilities and perform all duties of both offices until replacements are named. He or she shall call a meeting of the Council within 10 calendar days of such assumption and shall, with the Council's help, formulate and execute a plan for designating members to serve the un-expired terms of President and President-Elect. Principles contained in Article VII, Nominations and Election Procedures, shall be followed in any special election held for this purpose; however, specific provisions may be modified or abandoned if, in the opinion of the Council, time and circumstances warrant.

Section 5. (a) The Secretary shall be appointed (subject to approval of the Council) by the President. The Secretary shall give notice of Chapter meetings and other activities to a11 Chapter members; keep a record of all business meetings; be responsible for all Chapter correspondence; keep the master copy of the Bylaws, membership list, and other records belonging to the Chapter or pertaining to its business; and perform other duties incident to the office of Secretary.

(b) The Treasurer shall be appointed (subject to council approval) by the President Elect and will receive and disburse all funds of the Chapter; keep account of all financial transactions; and report at each business meeting the, financial status of the Chapter. The Treasurer also shall arrange with Society headquarters for-proper notice of dues payments, and alert the President-Elect, Membership Committee, and President periodically of delinquent members so they may be encouraged to rejoin. The Treasurer also shall receive any and all contributions to the Chapter, either for meeting Society objectives generally or earmarked for specific projects or aims; shall invest these and other funds as authorized or approved by the Council,'ana shall kiaep account of all transactions, expenditures, and transfers of such funds that may be authorized by the Chapter, the Council, or a committee established by or reporting to the Chapter officers. The accounts of the Treasurer shall be audited at least annually. The Council may direct an audit at any time. The Treasurer may be bonded in such amounts as the Council may determine, at the cost of the Chapter.

(c) When the Secretary and Treasurer are the same member, he/she shall perform all duties 16 Section 5(b).

Section 6. The Immediate Past President shall automatically succeed to that office for a term of one year following his/her term as President. The Immediate Past President shall report briefly on Chapter activities during his tenure,at the annual installation meeting for his successor.

ARTICLE VI
Council

Seption 1. The Chapter shall have a governing body known as the Council, consisting of the President, President-Elect, Immediate Past President, Secretary, Treasurer, eight Council members elected at large by the Chapter membership representing regions shown on the map of North Carolina made a part of these bylaws, and if properly designated, one student member representing all of the student Chapters which may be operating in the state.(See Article VII) Regional Council members shall serve two year terms which be-gin upon their installation and end upon installation of their successors.

Council members from Regions A, C, E, and G shall be elected to begin their terms in July of odd-numbered years. Council members from Regions B, D, F, and H shall be elected to begin their terms in even-numbered years.

Section 2. The Council shall: (1) Control and manage the affairs and funds of the Chapter; (2) recommend to the Chapter the adoption of amendments or revisions of the BYLAWS. A quorum will be one-half of its members. A majority vote of the members of the Council voting on any matter within the scope of the authoriy of the Council shall be required for its determination.

Section 3. The Council shall meet at least semi-annually for the transaction of its business. Meetinos of the Council may also be called by the President or by a majority of the Council. At least 10 calendar days notice of the date and place of each meeting and of the general nature of the business to be acted upon shall be given to all members of the Council by mail or in person.

Section 4. Council Members shall attend meetings of the Council and act in accordance with their Ud-gment for the good of the Chapter and the Society. They shall not be required to vacate their office by reason of a change of residence within the state.

Section 5. Chapter officers and the Council are responsible for insuring that the objectives of the Society and the Chapter are pursued with vigor using prudent and productive, organized effort. To aid in this process, certain standing committees are suggested and/or mandated (see Article VIII, Committees). It is further incumbent on the officers and the Council to recognize needs and opportunities for constructive involvement of the Chapter in pursuit of objectives and to create other Committees, Task Forces, or Work Groups to plan and execute actions for that purpose. Opportunities may present themselves which are best addressed by the Chapter acting alone. Others may require cooperative efforts with others. These tasks should be addressed appropriately using sound, collective judgement.

Section 6. Under extreme circumstances, when a lack of leadership is preventing the Chapter from the orderly execution of its business, any Council Member may call a meeting of the entire Council for the purpose of dealing with the problem. The Council, acting as a body under these conditions, may take any action it deems necessary and prudent other than the dissolution of the Chapter. Such actions must be made known to the Chapter membership and may not allow operating outside the provisions of the Chapter Bylaws for more than one calendar year.

ARTICLE VII
Nominations and Elgctions Procedures

Section -1. Separate Nominations and Election Committees comprised of three members each shall be appointed by the President not later than September 1 each year.

Section 2. Not later than October 1 each year, the Nominations Committee shall submit to the President a list of qualified candidates who have consented to have their names appear on a ballot for the offices of President-Elect and four Reaional Council Members. A minimum of two qualified candidates must be submitted for each of the five offices. Candidates for the office of Council Member must, at the time of their nomination, reside in the region they are nominated to represent. One student member of the Council may be chosen by the Student Chapter or chapters. The Student Chapter or chapters may use whatever machinery they choose in selecting their representative. The chief executive officer for each Student Chapter operating within the state shall sign and furnish to the Council a written designation of their jointly chosen representative which document(s) shall serve to authorize seating of that person as a fully qualified member of the Council.

Section 3. Nominations by petition may be made. To be valid, each such nominating petition must be signed by five or more Chapter members in good standing and must reach the Nominations Committee not later than September 15.

Section 4. Not later than October 15, the President, with assistance from the Elections Committee, shall mail to each Chapter member in good standing, instructions for voting along with a ballot containing the names of candidates and the office to which each has been nominated. Voting for all officers shall be Chapter-wide (at large). Instructions to members shall direct "vote for one for each office." Marked ballots must be returned to the President in an envelope clearly marked "BALLOT" and must reach him not later than November 15. Ballots not reaching the President on or before that day will not be opened nor will they be counted as valid.

Sectioa5. The following actions will be taken on or before the dates shown beside them:

November 20 - President delivers unopened ballots to the Chairman of the Elections Committee.

December 1 - Election Committee meets, opens, and counts ballots. If all three members of the Election Committee cannot be present, a currently-serving Chapter Officer may substitute for one member. Ballots may not be opened unless at least two designated persons are present. In an office for which two candidates are offered, the candidate receiving a majority of the votes cast for that office shall be declared electeed. When more than two candidates are offered, the candidate receiving a plurality of the votes cast for that office shall be declared elected.

December 5 - Election Committee certifies the results of the count to the President. A copy of the certification and all ballots opened shall be delivered to the Secretary-Treasurer. Ballots shall be held for inspection by any member for six months whereupon they may be destroyed.

Section 6. - Announcement of the results of the election of new officers shall be made during the Awards Banquet and by publication in the Chapter Newsletter. Installation of officers shall be a part of the program at the Annual Chapter Meeting.

ARTICLE VIII
Committees

Section 1. The Chapter President shall appoint standing committees and such other committees and representatives as are necessary to conduct the affairs of the Chapter and to contribute toward regional or international educational and scientific aims of the Society. Such committees and representatives shall function during the term of office of the President or until their assignment is accomplished.

Section 2. Except as otherwise provided in these BYLAWS, committees may be created and directed, having Chairmen and membership appointed by the President for any purpose not in conflict with the objectives of this Chapter and the Society.

Section 3. Experience in the operation of this Chapter has shown the need for certain standing committees. Among these are the following:

1 . Finance 8. Historical Records and Files
2. *Awards (Art. XII) 9. Booklet Sales
3. *Local Arrangements 10. *Program (for meetings)
(for meetings) (Art. IX) (Art.IX)
4. *Nominations (Art. VI!) 11. Membership
5. *Elections (Art. VII) 12, *Executive (Art.V)
6. *Audit (Art. V) 13. *Hugh Hammond Bennett
7. *Bylaws (Art. XV) memorial Project

*Committees named in or mandated by other provisions of these BYLAWS

The President-Elect is hereby charged to consider the need for the above and other committees to serve during his or her year as President, and to arrange for their creation and appointment with time which will promote efficiency and effectiveness in Chapter activities,

ARTICLES IX
Meetings

Section 1. Unless otherwise ordered by the Council, the annual meeting of the Chapter membership shall be held in June (See Article VII, Section 6). In addition, a banquet meeting of the membership shall be held annually for the purposes of presenting Chapter awards. This meeting should be scheduled as early in January as deemed appropriate by the Council.

Section 2. The time and location of the annual meeting, awards banquet, symposia,
workshops, and other chapter meetings shall be determined by the Council, with consideration for securing maximum attendance and participation by members, prospective members, and the public, and proper transaction of essential Chapter business if appropriate.

Section 3. Any members of the Society and and/or their guests may attend meetings of the Chapter. Only members, student members, and life members may vote.

Section 4. Officers and Committee chairpersons or their representatives shall report verbally or in writing to the membership regarding their current or proposed activities, at intervals directed by the Council or the Executive Committee.

ARTICLE X
Dues and Finances

Section 1. The annual dues of each membership classification shall be determined by the Council. Any special rate dues category determined by the Chapter for reasons such as additional members of the same family shall not change the classification of membership to which the member is otherwise entitled. Annual dues shall be payable in advance.

Section 2. The fiscal year of the Chapter shall be July 1 - June 30.

Section 3. At the beginning of each year the Council shall adopt an itemized budget for the coming year. Upon adoption of the budget, the Treasurer may make expenditures within the provisions and limitations of the budget and funds available without further authorizations. Otherwise no expenditures shall be made without authorization from the Council or Executive Committee. The Council may amend the budget at any time.

ARTICLE XI
Publications

The Chapter shall publish a Newsletter under the supervision of the President and the immediate direction of the Editor. The Editor shall be apointed by the President-Elect for service during his or her term as President. Tne Newsletter shall be published as often as necessary to keep members informed of important news or Chapter activities.

ARTICLE XII
Awards

The Chapter may from time to time, at the direction of the Council, offer awards in recognition of outstanding work or ability in the field of soil and water conservation. An awards committee shall be appointed by the President and will solicit nominations and select award recipients.

ARTICLE XIII
Parliamentary Authority

The rules contained in "Robert's Rules of Order - Revised" shall govern the Chapter in all cases to which they are applicable, and in which they are not inconsistent with the Bylaws or the special rules of order of this Chapter.

ARTICLE XIV
Status and Dissolution

Section 1. Notwithstanding any other provision of these Bylaws, the Chapter shall not carry on any other activities not Permitted to be carried on by an oragnization exempt from federal income tax under Sectibn 501 (c) (3) of the internal Revenue Code of 1954 (or corresponding revisions of any future United States internal Revenue Law).

Section 2. Chapter may receive in the name of the Society gifts, bequests, donations, grants or funds for any purpose within the scope of Society objectives. No part of the funds of the Chapter shall inure, or be distributed, to Chapter members, except that the Chapter shall be authorized and empowered to pay reasonable compensation for services rendered; to provide awards, scholarships, and other incentive programs to further the objectives and purposes of the Society; and to financially support chapter, regional and Society activities and programs.

Section 3. This Chapter may be dissolved by a resolution requesting dissolution passed by majority vote of mail ballots received, provided that notice of such action has been mailed to all members at least sixty (60) days prior to the closing date for receiving these mail ballots.

Section 4. Should the Chapter dissolve in accordance with Section 3 or from any other cause, any assets not required for payment of its liabilities and obligations and not held upon condition requiring return, specific transfer, or conveyance upon dissolution, shall be paid over and transferred to the Society or to non-profit organizations with similar objectives. The Council shall determine distribution of assects. If the Society is desolved, then the Council in office in the Chapter at the time of dissolution shall select organization(s) to which the assects covered in this section may be transferred. Such organizations, corporations, or societies shall be engaged in activities substantially similar to those of the Society and regularly organized and qualified as charitable, educational, scientific, or philanthropic organizations

Section 5. Should the Chapter dissolve, the Council shall forward to the Society (or, it the
Society is desolved, to the National Agricultural Library) all significant records, correspondence, and other papers.

ARTICLE XV
Adoption and Ameadment of Bylaws

Section 1. When revisions or amendments of the bylaws are needed, the President shall appoint a bylaws committee to review the bylaws and recommend changes to the membership. The BYLAWS may be amended by a two-thirds vote of the membership voting. Voting may be by mail or in a meeting of the Chapter membership, provided the proposed amendment or amendments have been submitted to all members of the Chapter in writing at least 30 days in advance of the date set by the Council for voting on the amendments or for counting ballots submitted by mail.

Section 2. When balloting is directed by the Council to be conducted by mail, the Chapter Bylaws Committee shall prepare proposed amendments, instructions, clarifying statements, ballots, and other materials as appropriate. The Election Committee shall receive ballots, safeguard them until the established date for counting, count the ballots, and certify the results to the President. The Election Committee shall further provide a copy of the certification to the Secretary for Chapter records. The ballots will be held by the Secretary, available for inspection by any member, for a period of not less than 90 days after which the ballots may be destroyed.

Section 3. No Bylaw provision or amendment may be adopted which is not in keeping with the Society Bylaws, Articles of Incorporation of the Chapter, or educational and scientific purposes of the Chapter. Upon official notification by the Society that a provision or amendment is not in keeping, and after due opportunity for hearing the Chapter, such provision or amendment shall be void and of no effect.

Sectign 4. Any change(s) required by the Internal Revenue Service in order to establish or maintain status of the Society or the Chapter as an educational and scientific organization under Section 501 (c)(3) of the Internal Revenue Code shall automatically be deemed a fully approved amendment to these Bylaws. The Secretary shall notify each Chapter member of such change(s) and reasons therefore, and provide revised text of the Bylaws.

ARTICLE XVI
Effective Date

Section 1. Officers and Council members serving during the 1988 calendar year shall have their terms extended thru June 30, 1989.

Section 2. Council members elected in 1989 from Regions A, C, E, and G will serve thru June 30, 1991. Council members elected in 1989 from Regions B, D, F, and H will serve thru June
30,1990.
These Bylaws were adopted by vote of the membership by mail ballot, July, 1988.
Amended by membership vote on June 22,1991.
Amended by vote of membership by mail ballot, June 18, 1993.