UMOWA MISSION STATEMENT & BYLAWS

MISSION STATEMENT

The Upper Missouri Watershed Alliance Mission is to enhance, conserve, and protect the unique cold water environment of the Upper Missouri River Watershed.

BY LAWS


BYLAWS OF THE UPPER MISSOURI WATERSHED ALLIANCE, INC.
ARTICLE 1
PURPOSE; MISSIONS; PROHIBITIONS
Section 1. Purpose. The purpose of the corporation is to preserve and protect the recreational and Section 2. Mission. The mission of the Upper Missouri Watershed Alliance (“UMWA”) is Section 3. Charitable Entity. It is the intent of the corporation to be and remain a charitable entity and to qualify under relevant provisions of the Internal Revenue Code so that contributions made are deductible by the contributors under Section 170 of the Internal Revenue Code. The corporation qualifies for exemption under Section 501(c)(3) of the Internal Revenue Code. Prohibitions contained in Section 4 of this Article prohibit breach of Section 501(c)(3) and allow contributions to be deductible to the contributor. Section 4. Prohibitions.
  1. 4.1.  Expenditures to influence legislation. The corporation shall not be authorized to make expenditures for carrying on propaganda or otherwise attempting to influence legislation except in the amounts equal to or less than the ceiling amounts for lobbying or grass roots expenditures permitted under Section 501(h) of the Internal Revenue Code as such expenditures are defined in Section 4911 of the Internal Revenue Code.
  2. 4.2.  Expenditures and activities relating to political campaigns. The corporation is prohibited from participating in, intervening in and publishing or distributing statements relating to any political campaign on behalf of any candidate for public office.
4.3. Prohibited transactions. The corporation shall not be in violation of 502 or 503 of the Internal Revenue Code.
ARTICLE 2
DIRECTORS 
Sections

Section 1. Powers. All activities of the corporation shall be conducted under the direction of the board of directors, which may exercise all the powers of the corporation except as otherwise provided by law, the Articles of Incorporation or these By-laws. Section 2. Number of Directors. The number of directors shall not be less than three (3); the maximum number of directors shall be determined by the board of directors from time to time. Initially, the board of directors shall have three (3) members. Section 3. Director Qualifications and Appointment.

  1. 3.1.  Appointment Directors. Directors shall be appointed by a majority vote of the Board. Each of the initial directors shall serve a term of one-year which shall expire at the 2015 annual meeting of the directors. At the 2015 Annual Meeting, the directors shall be appointed to serve staggered terms with one- third of the directors to serve a term of one (1) year, one-third of the directors to serve a term of two (2) years, and one-third of the directors to serve a term of three (3) years. All subsequently appointed directors shall serve a term of three (3) years or as otherwise provided in these By-laws.
  2. 3.2.  Nominations. Nominations for directors may be made in writing at any time by submitting the same to the nominating committee chair. The deadline for nominations will be established by the nominating committee, but will not be less than thirty (30) days prior to the board meeting when final candidates for appointment are to be approved by the board.
  3. 3.3.  Vacancies. In the event of a vacancy in the board of directors, the remaining directors, except as otherwise provided by law or these By-laws, may exercise the full powers of the board. Any vacancy may be filled by a vote of the full board for the remainder of the vacant position’s term.

Section 4. Tenure. Directors shall hold office for a term of up to three (3) years. Directors may not serve more than six (6) consecutive years. Provided, however, a any portion of a partial term of a director who was appointed midterm shall not be considered in the application of this limitation. Under rare, special circumstances the Board may choose to extend a director’s term for a maximum of one (1) year. Such an extension must be approved by two-thirds (2/3) of the full Board. “Rare, special circumstances” might include the following: When a Board Chair is in his or her final year of service, and has only served one year as Chair, the Board may choose to extend the Chair’s term for one (1) year in order to provide continuity of leadership, or when a director is involved in a key leadership or Task Force role and an extra year’s service would enable that person to complete the project. Directors may be reconsidered for election or appointment following a one (1) year break in service. Any director may resign by delivering a written resignation to the corporation at its principal office or to the chair of the board or secretary. Such resignation shall be effective upon receipt, unless it is specified to be effective at some other time.

Section 5. Removal. A director may be removed from the position of director with or without cause by a two-thirds vote of the remaining directors then in office. Notice of any meeting at which removal of a director will be considered must be given at least thirty (30) days before the meeting and must state that removal of the Director will be considered at the meeting. Section 6. Meetings. 6.1 Annual Meeting. The Annual Meeting of the directors shall be held in the principal office of the Corporation or at such other place as the Board of Directors shall, from time to time, determine. The Annual Meeting of the Corporation shall be held during the first week of January of each year, unless the Board of Directors, by a majority vote, shall designate a different time.

  1. 6.2.  Regular Meetings. The Board of Directors may provide, by resolution, the date, time and place (which shall be within the county where the corporation’s principal office is located) of regular meetings. The Board of Directors may hold a regular meeting as and when it determines necessary and convenient. No notice of a regular meeting other than the initial notice stating the a time and place for the regular meeting is required.
  2. 6.3.  Special Meetings. Special meetings of the board of directors may be called by the chair of the board or by a majority of directors other than the chair of the board, designating the time, date, and place thereof.
  1. 6.4  Electronic Participation in Meeting. The Board of Directors or any designated committee of the Corporation may conduct a board or committee meeting by means of a conference telephone or similar electronic communications method, provided all persons entitled to participate in the meeting received proper notice of the meeting, and provided all persons participating in the meeting can hear each other at the same time. A director participating in a meeting by electronic means is deemed present in person at the meeting. The chairperson of the meeting may establish reasonable rules for conducting the meeting by electronic means.
  2. 6.5  Notice of Meeting. Except as otherwise provided in these Bylaws, notice of any meeting of the Board of Directors shall state the place, date and hour of the meeting and shall be given to each director by telegraph, facsimile, electronic mail, or other form of communication, or by mail or private carrier, not more than sixty (60) days prior to the date of the meeting, but at least seven (7) days before the time set for such meeting or, if notification is by mail, by mailing such notice at least ten (10) days before the day set for such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, with postage prepaid, addressed to Director at the Director’s address as it appears on the records of the Corporation. Except as otherwise provided in these Bylaws, neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need be specified in the notice or waiver of such notice of such meeting. Notice of the time, date and place of all meetings of the board of directors shall be given to each director by the secretary or the secretary’s designee (or other person authorized by these By-laws, or in the case of the death, absence, incapacity or refusal of such persons, by the officer or one of the directors calling the meeting). Section 7. Quorum. At any meeting of the board of directors, a majority of the directors then in office shall constitute a quorum. Section 8. Action of Meeting. Except as otherwise required by law, the Articles of Incorporation or these By-laws, at any meeting of the board of directors at which a quorum is present, a majority of the directors present may take any action on behalf of the board of directors. Section 9. Action by Consent. Any action to be taken at any meeting of the board of directors may be taken without a meeting if a majority of the directors consent to the action in writing and the written consents are filed with the record of the meetings of the board of directors. Such consents shall be treated for all purposes as action taken at a meeting of the board of directors. Section 10. Proxies. At all meetings of directors, a director may vote in person, or by proxy which is executed in writing by the director or which is executed by his or her duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation or other person authorized to tabulate votes before or at the time of the meeting. No proxy shall be valid after twelve (12) months from the date of its execution unless otherwise provided in the proxy. Section 11. Committees. 11.1. Standing Committees. Three standing committees of the board shall be established as follows: Executive, Governance, and Finance. The Board chair is the chairperson of the Executive committee; the Board Secretary shall be the chairperson of the Governance committee; and the Board Treasurer shall be the chairperson of the Finance committee. The Finance and Governance chairs shall appoint members of their committees, in consultation with the Board chair. Each standing committee shall:
  1. 11.1.1.  Draft its own statement of committee mission and function to be ratified and adopted by the Board;
  2. 11.1.2.  Keep records of its meetings and maintain office copies; -4- CHURCH, HARRIS, JOHNSON & WILLIAMS, P.C. Great Falls, Montana
  1. 11.1.3.  Be empowered to take those actions required to fulfill committee; purposes, which are consistent with the corporation mission and board approved strategic and operating plans, and;
  2. 11.1.4.  Be required to seek full board approval for recommendations, which commit corporation resources or change existing policies.

11.2 Ad Hoc Task Forces and Committees. Either the chair of the board or the board of directors may establish from time to time ad hoc task forces or committees to fulfill needed Board tasks. Members of task forces and ad hoc committees shall be appointed by the chair of the board to serve for an appointed term, at the end of which, unless extended either by the chair of the board or the board of directors, their term shall expire and the work of the task force or committee shall be terminated. To the extent appropriate, all provisions for ad hoc task force or committee work shall apply as detailed in Article 2, Section 7. Section 12. Compensation. No officer or director shall be compensated by the corporation for his or her actions on behalf of the corporation. Reimbursement for out-of-pocket expenses shall be allowed according to reimbursement policies set forth by the board of directors. Section 13. Conflict of Interest. The Board of Directors shall adopt a Conflict of Interest Policy that complies with all requirements of the Internal Revenue Code of 1986, as amended, and the regulations thereunder. The following provisions govern the validity of certain contracts and transactions, pursuant to Montana Code 35-2-418. No contract or other transaction between the Corporation and one (1) or more of its Directors or any other corporation, firm, association, or entity in which one (1) or more of its Directors are Directors or officers or has a material financial interest, shall be either void or voidable because of such relationship or interest or because such Director or Directors are present at the meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction or because his or their votes are counted for such purpose, if (1) the fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested Directors; or (2) the contract or transaction is fair and reasonable to the Corporation. Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction.

ARTICLE 3.

MEMBERS 

Section 1. General. The Board of Directors may establish a means by which persons may be designated as members of the corporation. Members shall exercise no control over the corporation and shall not participate in the business decisions of the corporation or have any voting right by virtue of membership. All powers of the corporation shall exclusively remain vested in the Board of Directors except as otherwise provided by the Articles of Incorporation or these Bylaws.
ARTICLE 4
OFFICERS
Section 1. Enumeration. The officers shall consist of the chair of the board of directors (herein referred to as the “chair of the board”), a vice-chair, a treasurer, a secretary and such other officers as the board of directors may determine. Section 2. Election. The chair of the board, the vice chair, treasurer, and secretary shall be elected annually by the board of directors in office at the regular meeting next preceding the annual meeting. In addition, although not an officer of the Corporation, the chair of the Governance committee shall be elected annually, on the same slate as the officers. Other officers may be chosen by the board of directors at such meeting or at any other meeting. Section 3. Executive Committee. The executive committee of the board of directors shall consist of the officers of the board. Other board directors shall be available on an “as needed” basis at the call of the chair of the board. In addition, the executive committee shall be responsible for recommending board action on strategic plans and personnel matters. Either the chair of the board or at least three (3) other members of the executive committee may call meetings of the executive committee upon written notice to all committee members given at least three (3) days prior to the meeting. The meetings of the executive committee shall be open to any director and past chair of the board that may wish to attend, but only members of the executive committee shall have the right to vote. The executive committee shall act upon a majority vote of its committee members. In the event of a tie vote, the chair of the board shall cast the deciding vote. Section 4. Tenure. Except as otherwise provided by law, by the Articles of Incorporation or by these Bylaws, the chair of the board, vice-chair, treasurer, secretary and all other officers and committee chairs shall hold office until the next annual meeting when their respective successors are qualified. Any officer may resign by delivering a written resignation to the corporation at its principal office or to the chair of the board, or to the secretary and such resignation shall be effective upon receipt, unless it is specified to be effective at some other time. Section 5. Removal. The board of directors may remove any officer by a vote of a majority of the directors then in office. –
Section 6. Vacancies. Any vacancy in any office may be filled for the unexpired portion of the term by the board of directors. Section 7. Chair of the Board of Directors. The chair’s overall responsibility is to provide leadership to the corporation, integrating its board, staff and resources to effectively and efficiently achieve the corporate goals. The chair shall be the principal liaison between the board and executive director in carrying out the mission of the corporation and ensuring the operations are in accord with the policies and directives as established by the board. The chair of the board shall preside, when present, at all meetings of the board of directors. Section 8. Vice Chair. The vice-chair shall have such powers and shall perform such duties as the board of directors may from time to time designate and shall preside in the absence of the chair. The vice-chair shall serve on the executive committee. Section 9. Secretary. The secretary shall keep a record of the meetings of the board of directors. In the absence of the secretary from any such meeting, the chair shall designate a person to perform the duties of the secretary. The secretary shall serve on the executive committee. Section 10. Treasurer. The treasurer shall, subject to the direction of the board of directors, monitor the financial affairs of the corporation and shall cause accurate books of account to be kept. The treasurer shall have oversight of all funds, securities and valuable documents of the corporation, except as the board of directors may otherwise provide through annual audit services. The treasurer shall serve on the executive committee. Section 11. Other Powers and Duties. Subject to these By-laws, each officer of the corporation shall have, in addition to the duties and powers specifically set forth in these By-laws, such duties and powers as are customarily incident to his or her office and such duties and powers as may be designated from time to time by the board of directors.
ARTICLE 5
INDEMNIFICATION
Section 1. Scope. Except as limited by law or as provided in Sections 2 and 3 of Article 5, the corporation shall, to the fullest extent now or hereafter permitted by law, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that he or his predecessor in interest was a director, officer or other agent of the Corporation, or of any other corporation served by him in such capacity at the request of the Corporation, against judgements, fines, amount paid in settlement, and reasonable expenses, including attorneys’ fees. Section 2. Limitation. No indemnification shall be provided to with respect to a matter as to which it shall have been adjudicated in any proceeding that the individual failed to act in good faith in the reasonable belief that such action was in the best interests of the corporation. Section 3. Compromise or Settlements. In the event that a proceeding is compromised or settled so as to impose any liability or obligation upon an officer, director or upon the corporation, no indemnification shall be provided to said officer with respect to a matter if the corporation has obtained an opinion of counsel that, with respect to said matter, said individual did not act in good faith in the reasonable belief that such action was in the best interest of the corporation. Section 4. Anticipatory Payment. To the extent authorized by the board of directors, the corporation may pay indemnification in advance of final disposition of a proceeding, upon receipt of an undertaking by the person indemnified to repay such indemnification if it shall be established that such person is not entitled to indemnification by an adjudication under Article 5, Section 2, or by an opinion of counsel under Section 3. Section 5. Definitions. For the purposes of this Article:
  1. 5.1.  “Officer” means any person who serves or ever served as a director or in any other office filled by election or appointment by the board of directors;
  2. 5.2.  “Proceeding” means any action, suit or proceeding, civil or criminal, brought or threatened in or before any court, tribunal, administrative or legislative body or agency; and
  3. 5.3.  “Expense” means any liability fixed by a judgment, order, decree or award in a proceeding, any amount reasonably paid in settlement of a proceeding and any professional fees and other disbursements reasonably incurred in a proceeding.

5.4 Other Rights. Nothing in this Section shall limit any lawful rights to indemnification existing independently of this Section. Section 6. Insurance. The corporation shall provide at least $2 million in executive liability insurance to protect from suit each member of its board of directors.

ARTICLE 6

TRANSACTIONS WITH INTERESTED PERSONS

Section 1. Scope. Unless entered into in bad faith, no contract or transaction by the corporation shall be void, voidable or in any way affected by reason of the fact that it is or was entered into with an “interested person,” as defined in Section 2 of Article 6. The provisions of Article 6 shall be operative, notwithstanding the fact that the presence of an interested person was necessary to constitute a quorum at a meeting of directors or committee members of UMWA at which such contract or transaction was authorized, or that the vote of an interested person was necessary for the authorization of such contract or transaction. Section 2. Definition. For the purposes of Article 6, “interested person” means any person or corporation with an interest in UMWA; any director, officer, key employee, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest is an interested person. Other terms used herein shall have the meanings assigned to them in the directions to Form 990, as promulgated from time to time.

ARTICLE 7

LIQUIDATION AND DISSOLUTION

Section 1. Procedure. The corporation may be liquidated and dissolved voluntarily by the directors in the manner set forth in these By-laws or under provisions of Montana law. Any petition for dissolution shall request that the corporation’s property remaining after the winding up of its affairs be paid over to the recipient or recipients designated by the directors in accordance with Section 2 of Article 7. Section 2. Designation of Recipients of the Corporation’s Property. Subject to the requirements of law and the Articles of Incorporation, in the event of the voluntary dissolution of the corporation, the directors shall designate as recipient of the corporation’s property remaining after winding up of its affairs any charitable corporation or other entity or body which is exempt from taxation under the laws of the United States and which, in the directors’ sole discretion, most nearly further the purposes for which this corporation is organized; provided. ARTICLE 8 MISCELLANEOUS PROVISIONS Section 1. Fiscal Year. Except as otherwise determined by the board of directors, the fiscal year of the corporation shall be the twelve months ending December 31. Section 2. Seal. The board of directors shall have power to adopt and alter the seal of the corporation. Section 3. Executive Director and Staff. The board of directors may hire an executive director and other staff to assist in the exercise of its powers. The board may delegate to the executive director responsibility for staffing and managing the day-to- day operations of the corporation. The executive director shall serve at the pleasure of the board and shall report directly to the chair of the board or to such other officers or directors as the board shall direct.

Section 4. Execution of Instruments. All checks, leases, transfers, contracts, bonds, notes and other obligations to be entered into by the corporation in the ordinary course of its business may be executed by the executive director acting on behalf of the board of directors. Section 5. Corporate Records. The original or attested copies of the Articles of Incorporation, By-laws and records of all meetings of the incorporators and board of directors shall be kept at the principal office of the corporation and shall be open at all reasonable times to the inspection of any director for any proper purpose. Section 6. Articles of Incorporation. All references in these By-laws to the Articles of Incorporation shall be deemed to refer to the Articles of Incorporation of the corporation, as amended and in effect from time to time. Section 7. Amendments. Except where action by directors is required by law or the Articles of Incorporation, the power to make, amend or repeal these By-laws shall be vested in the board of directors. Proposed amendments must be submitted to the board of directors in writing fourteen (14) days prior to regular or special meetings. A two-thirds (2/3) vote shall be required for approval. Section 8. Loan Prohibition. The corporation is not authorized to make loans to its directors, officers or to any other person having a business association with an “interested person” as defined in Article 6,Section 2.

****** We the undersigned, being all the directors of Upper Missouri Watershed Alliance, Inc., do hereby ratify and adopt the foregoing and attached By-laws of the Corporation and certify that these By-laws were duly adopted by the Corporation by unanimous consent of all the directors effective the date of incorporation.

________________________________ Pat Hunter Director

___________________________________Mark Raisler, Director

_____________________________________Pete Cardinal, Director 

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