By-Laws of the Rifle River Restoration Committee



Article 1 / The Name of this organization shall be The Rifle River Restoration Committee (RRRC) and shall maintain its principal address at: P.O. Box 225, Sterling, MI 48659-0225.

The fiscal year shall begin January 1 and end December 31.

The RRRC is formed as of the 4th day of June, 2015.

The RRRC shall assume the current function of the Rifle River Watershed Restoration Committee.

Article 2 / The Purpose and Mission Statement of the RRRC:

THE RIFLE RIVER RESTORATION COMMITTEE SHALL WORK WITH ITS MEMBERS, PARTNERS AND OTHER INTERESTED PARTIES TO PROMOTE, PRESERVE AND RESTORE THE RIFLE RIVER WATERSHED’S ENVIRONMENTAL QUALITY AND RECREATIONAL OPPORTUNITIES.

Article 3 / Memberships:

A)    Dues Paying Memberships:  Dues paying memberships will be made available at rates to be established on an annual basis for individuals, businesses and other types as deemed appropriate.  Dues paying members shall have a vote toward the establishment of the Mission Statement, Program of Work and the election of officers.

B)    Non Dues Paying Partner Memberships:  Memberships will be made available to entities that do work within and have concern for our watershed.  These entities will be approved for membership by the RRRC Board of Directors.  Examples of Partner Members could include but are not limited to the DEQ, DNR, NRCS, Saginaw Bay RC&D, Huron Pines, Conservation Districts and Boy Scouts of America or other similar types of entities that we would be working with to accomplish our goals and mission statement.  Non Dues Paying Members shall not have voting rights.

Article 4 / Officers and Board Members-at-Large: 

Four (4) Officers and three (3) Board Members at Large shall be proposed and voted on by the Dues Paying Members.  Election of Officers shall take place in odd numbered years and election of Board Members-at-Large shall take place in even numbered years.  The Board of Directors shall be comprised of these seven (7) elected members who will oversee the work of the RRRC.  Directorship positions are to be on a volunteer basis and are not to be compensated.  Officers and Directors shall be comprised of dues paying members.  Directorship shall be made up as follows and include the responsibilities noted.

A)     A Chairperson shall be responsible for providing leadership to the RRRC, chairing meetings, representing the organization and ensuring the Mission Statement and Program of Work of the RRRC is being pursued while acting within the budget. 

B)     A Vice-Chairperson shall be responsible to conduct meetings in the absence of the chair and to work with the chairperson to ensure the Mission Statement and Program of Work of the RRRC is being pursued while acting within the budget. 

C)     A Secretary shall be responsible for maintaining a list and contact information for all members and organizations; keeping minutes of the Annual Meeting and other Meetings; sending out notices of meetings; and maintaining appropriate records for the RRRC.

D)    A Treasurer shall be responsible for the funds acquired by the RRRC and for paying expenditures; submitting a report of quarterly and past year’s income and expenditures; proposing drafting a budget for the coming year. 

E)     Three Board Members-at-Large shall be responsible to assist the officers in pursuing the Mission of the RRRC. 

Article 5 / Powers of the Board of Directors

A)  Control and management of the affairs of the RRRC shall be vested in and exercised by or under the authority of the Board of Directors

B)    The Board of Directors shall have the ability to accept and expend funds, make resolutions to open bank accounts for the purpose of holding funds, paying bills and conducting normal business operations.  Contracts and other instruments shall be signed by the Chair and Secretary or by such other person(s) authorized by the Board of Directors.

C)    An Executive Committee may be formed by the Board of Directors for the purpose of approving bills.

D)    Standing and Ad Hoc Committees may be established by the Board of Directors for specific purposes.   A chair and specific charge shall be determined by the Board of Directors.   All committee meetings shall be open to any member.

Article 6 / Meetings / Frequency, Quorum, Voting and Election:

All meetings are to be conducted according to the current edition of Roberts Rules of Order – Newly Revised.  Voting shall be conducted in one of the following ways; by voice, roll-call vote, phone, mail, or electronic mail, as decided by the Chair and stated in the notice of the meeting unless specified to the contrary elsewhere herein.

A)     Board of Directors:  Board Meetings shall be conducted at a place, date and time determined by the Board, but no less than on a quarterly basis.  Special meetings of the Board may be called by any three (3) members of the Board, at a time, date and location to be determined by the Chair or those Board Members requesting such a meeting.  A majority of the members of the Board of Directors then in office shall constitute a quorum, which shall be required to take any action except to adjourn to a later time.  A consensus shall be sought prior to action by the Board, but action shall be taken by affirmative vote of a majority of those present in the quorum.  If a vote is conducted by phone, by mail or by electronic mail on any subject stated in the notice of the meeting, the response of a majority of the members of the Board of Directors then in office shall constitute a quorum, and action may be taken by affirmative vote of a majority of those who respond within the time and in the manner described in the notice of the meeting.  Each meeting conducted by phone shall require that each participant be able to hear all other participants.  Each meeting other than those conducted by personal attendance shall be conducted in the manner stated in the notice of the meeting.

B)     Ad Hoc Committees:  A simple majority of members of a Committee shall constitute a quorum in order to conduct business of the Committee.  Decisions of a Committee shall be made by an affirmative vote of a majority of those present and voting in the quorum.  If a vote is conducted by phone, by mail, or by electronic mail on any subject stated in the notice of the meeting, the response of a simple majority of members shall constitute a quorum, and action may be taken by affirmative vote of a majority of those who respond within the time and in the manner described in the notice of the meeting.  Each meeting conducted by phone shall require that each participant be able to hear all other participants.  Each meeting other than those conducted by personal attendance shall be conducted in the manner stated in the notice of the meeting.

C)     Meetings of the Dues Paying Members shall be conducted at least quarterly at a place, date and time established by the Board of Directors.  A quorum shall consist of those Dues Paying Members that are present at the meeting.  Decisions of the quorum shall be made by a simple majority of those present and voting in the quorum.  Annually the Dues Paying Members shall vote for a slate of Officers and Directors at the third quarter meeting.

D)    An Annual Meeting of the Board of Directors and Membership shall be held once a year at a time and place determined by the Board of Directors for the purpose of:

1)     Presentation of the new Officers and Directors

2)     Reporting of the Revenues and Expenditures of the past year

3)     Presenting a proposed budget for the coming year

4)     Providing an annual report on the activities and accomplishments of the past year

5)     Presenting a plan for activities for the coming year

6)     Conducting any other business that might be required

E)     Meetings of the Membership shall be held at least quarterly a time and place determined by the Board of Directors.  A quorum shall consist of those Dues Paying Members that are present at the meeting.  Decisions of the quorum shall be made by a simple majority of those present and voting in the quorum.  The quarterly meetings will be held for the purpose of:

1)     Electing a Proposed Slate of Officers.  To take place at the third (3rd) quarter meeting

2)     Providing an opportunity for anyone to bring concerns about the Watershed to the RRRC

3)     Providing an opportunity for all members to participate in planning and development of activities which meet the mission of the RRRC

4)     Conduct other business that might be required

Article 7 / Indemnification

A)     As all Directors and officers are unpaid volunteers, no Director or officer shall be personally liable for monetary damages for a breach of the Director’s or Officer’s fiduciary duty arising under applicable law.  However, this article shall not eliminate or limit the liability of a Director or officer who is found by a court of competent jurisdiction, or determined by the Board of Directors to have committed any of the following:

1)     A breach of the Director’s or officer’s duty of loyalty to the organization;

2)     An act or omission not in good faith or that involves intentional misconduct or knowing violation of law;

3)     A violation of Section 551(1) of the Michigan Nonprofit Corporations Act;

4)     A transaction from which the Director or officer derived an improper personal benefit;

5)     An act or omission occurring before the date on which these by-laws were adopted; or,

6)     An act or omission that is grossly negligent.

B)     A Director or officer of the RRRC shall only be personally liable to the RRRC for monetary damages for a breach of fiduciary duty as a Director or officer to the extent set forth in this Article 8, and any repeal or modification of this Article shall not adversely affect any right or protection of any Director or officer existing at the time of, or for, or with respect to, any acts or omissions occurring before such repeal or modification.

C)     The RRRC assumes all liability to any person, other than to members of the RRRC, for all acts or omissions of a Director or officer occurring on or after the date of adoption of these By-Laws which occurred in the good faith performance of the Director’s or officer’s duties.  Notwithstanding the foregoing, a Director or officer shall be personally liable to the RRRC for monetary damages for a breach of fiduciary duty as a Director or officer to the extent set forth in the preceding Section A of this Article, and the RRRC shall not be precluded by this Section C from maintaining a claim against a Director or officer to an extent not inconsistent with these By-Laws.

Article 8 / Parliamentary Authority

A)     The Rules contained in the current edition of Robert’s Rules of Order – Newly Revised, shall govern the RRRC in all cases to which they are applicable and in which they are not inconsistent with these By-Laws, Federal or State stature, or any special rules of order that the RRRC may adopt or to which it may be subject.

B)     Any Director or officer may be removed from office by a majority vote of the entire Board for any reason including but not limited to the following:

1)     A breach of the Director’s or Officer’s duty of loyalty to the RRRC

2)     An act or omission deemed not in good faith, or that involves intentional misconduct or knowing violation of the law;

3)     A violation of Section 551(1) of the Michigan Nonprofit Corporations Act;

4)     A transaction from which the Director or officer derived an improper personal benefit;

5)     Any act or omission that is grossly negligent or constitutes willful or wanton misconduct;

6)     Any act of malfeasance or nonfeasance of office;

7)     Any repetitive act or behavior which is deemed to be disruptive, or counterproductive to the business of the RRRC; or,

8)     Any intentional disregard for the RRRC’s established policies or procedures.

Article 9 / Tense and Gender of Words: 

Words used in these By-Laws referring to the tense of words or to gender may be interchanged with other tenses and gender to the effect the tenor of these By-Laws.

Article 10 / Amendments:

These Articles and By-Laws may be amended by resolution adopted by a majority vote of the entire Board of Directors.  Written notice of such proposed amendment(s) shall be sent to each Director no less than (10) calendar days prior to any meeting of the Board at which such amendment(s) is to be considered.

Article 11 / Severability: 

Invalidation of any of the Articles, Sections, or Sentences contained herein, by judgment or court order by a court of competent jurisdiction, shall in no way affect any of the other Articles, Sections, or Sentences, which shall remain in full force and effect.

Article 12 / Dissolution: 

A)     The Board of Directors shall have power to dissolve the RRRC by two-thirds vote of the entire Board of Directors, provided that notice of intention to dissolve the RRRC has been sent to the Directors at least 30 days prior to a meeting called for such purpose.

B)     If the RRRC is dissolved by the Board or by action of law, in no event shall any of the assets of the organization be distributed to any member, officer or Director.

C)     Upon dissolution of the RRRC, the Board of Directors in its discretion shall, after paying or making provision for the payment of liabilities of the RRRC, dispose of all of the assets of the RRRC exclusively for use in the Rifle River Watershed for educational, scientific, and charitable purposes to an organization or organizations which at the time qualifies as an exempt organization under Section [501(c)(3)] of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States Internal Revenue Law. 

Article 13 / Political Limitations:

A)     No substantial part of the activities of the RRRC shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the RRRC shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.  Notwithstanding any other provision of these By-Laws, the RRRC shall not carry on any other activities not permitted to be performed by;

1)     an entity exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or any corresponding provision of any future United States Internal Revenue Law; or

2)     an entity to which contributions are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States Internal Revenue Law.

B)     Notwithstanding the forgoing Section A, nothing in this Article shall be construed to preclude the RRRC, its Directors, officers, members or its employees from lawfully participating in any public hearing process, held for the purpose of fact-finding, which may eventually lead to a licensing or permitting process, or which may result in the enactment of legislation.  However, such participation by Directors, officers, members, or employees on behalf of the RRRC, must be approved, in advance, by the Board of Directors in order to be deemed an action by or on behalf of the RRRC.

C)     Nothing in this Article shall be construed as precluding the right of any person to independently participate in any of the aforementioned activities on his/her own behalf, so long as such participation does not imply the support of or any concurrence by the RRRC.