BY-LAWS OF

EASTERN OZARKS FORESTRY COUNCIL

SECTION 1. NAME AND AREA. The name of the organization shall be Eastern Ozarks Forestry Council. The abbreviated letters for the organization shall be EOFC. The primary counties of Butler, Carter, Ripley, Reynolds, Wayne, Bollinger, Madison, Perry, Cape Girardeau, Stoddard, St. Francis, and Iron, Shannon, and Dent constitute the area of concern that the Council will focus attention on.

SECTION 2. PRINCIPLE OFFICE. The principle office of the Council shall be located at P.O. Box 747, 404 Watercress Drive, Van Buren, Mo. 63965.

SECTION 3. BANK ACCOUNT. The bank account for the Council shall be located where the treasurer for the Council is located.

SECTION 4. OTHER OFFICES. Other offices for the transaction of business shall be located at such places as the Board of Directors may from time to time determine.

SECTION 1.  MEMBERSHIP.  Membership in the Eastern Ozarks Forestry Council shall be open to all forest landowners, professional foresters, consultants, contractors, industry personnel or any person interested in the promotion and improvement of forestry and wildlife practices regardless of race, color, national origin, age, sexual orientation, religion, or handicap.

SECTION 2. MEMBERSHIP DUES.  Membership dues shall be set by the Board of Directors to cover administrative costs incurred by the Council. Membership certificates will cover from the date paid to the end of the calendar year regardless of when they are paid. Only paid memberships will be allowed to vote. Memberships will be non-transferable.

SECTION 3.  MEMBERSHIP LIST.  A record of each dues receipt or certificate of membership shall be kept by the secretary.

SECTION 4. FUNCTION OF COUNCIL MEMBERS. The Council shall work to increase the knowledge of private landowners, opinion makers, public policy makers and the public regarding (i) the value of forests to the region and, (ii) emerging forestry issues and trends affecting rural communities. The Council will also facilitate implementation of: sustainable forest management, woodland products marketing and development, best management practices, and improved harvesting techniques.

SECTION 5. MEETINGS.  Meetings will be rotated around the area of concern identified in Article I, Section 1 to encourage participation from as large a group as possible. The Council will meet monthly on the last Friday of the month at locations determined at the previous meeting unless a different day and place is determined to better meet the schedules and interests of a majority of the Council. County work groups made up of members of the larger Council will be encouraged to form and meet as often as they deem necessary to plan and promote better forestry in their area such as field days, workshops, etc.

SECTION 6. QUORUM.  A quorum at any meeting of the membership shall consist of those members present but not less than 5. Members will vote on board of directors and other business as determined by the board of directors.

SECTION 7. SPONSORSHIPS.  There shall be a non-voting category of membership in the form of sponsorships by individuals, organizations, businesses, corporations or other entities that may support the EOFC activities through the use of monetary gifts, service related gifts, or other types of gifts such as food and beverage donations for its various meetings and activities. The Board of Directors may establish criteria for various designations or categories of these sponsorships to adequately acknowledge the level of support and commitment being provided by the donor.

SECTION 1. NUMBER AND CONTROL. The major business activities of this Council shall be controlled by a 7 member board of directors comprising private landowners from the territory served by this organization. This will include such things as entering into grant agreements, purchase of equipment, employing personnel, policy development, etc.

SECTION 2. QUALIFICATIONS OF BOARD OF DIRECTORS. The board of directors of this organization shall be made up private landowners from the area of concern listed in Article I, Section 1. Directors will be elected at large from the regular council. No more than 2 will be from any one county.

SECTION 3. TENURE. The Board of Directors shall serve a term of one year or until their successor is elected in case of non-interest in the position. The Board of Directors shall be elected at an annual meeting of the membership to be held in January of each year.

SECTION 4. VACANCIES IN BOARD OF DIRECTORS. Any vacancy occurring in the Board of Directors for any reason other than expiration of term shall be appointed by the remaining Board of Directors of the Council. If they can not agree, the executive officers shall appoint the member. A vacancy is termed any board member that doesn’t participate in 3 consecutive meetings.

SECTION 5. MEETINGS. An annual meeting of the Board of Directors and its officers for the transaction of such business as may properly come before the board shall be held each year. The Board shall hold such regular meetings at such time and place as may be fixed by the Board. Special meetings of the Board may be called by the Chairman of the Board or at the request of any five (4) Directors. The notice of all meetings of the Board shall be given by e-mail to those members having access to the internet or by regular mail to the usual business or residence of each Director at least five (5) days before any such meeting. Such notice may be waived by any Director and attendance at any such meeting shall be deemed to constitute a waiver of notice there of. The first annual meeting shall be called by the chairman within one year following the adoption of these by-laws.

SECTION 6. POWERS AND DUTIES OF DIRECTORS. The Board of Directors shall be in general charge of the affairs, property and assets of the Council. It shall be the duty of the Directors to carry out the aims and purposes of this Council, and to this end, to manage and control all of its property and assets. In carrying out its duties the Board is authorized to elect officers and to employ or arrange for the services of an executive director on a full or part-time basis and other persons, including attorney, agents and assistants, as in its opinions are necessary or desirable for the proper administration of the Council, and to pay reasonable compensation for services and expenses thereof.

SECTION 7. QUORUM – A quorum at any meeting of the Board of Directors shall consist of those directors present but not less than 4.

SECTION 8. MISCELLANEOUS. (A) An auditor appointed and approved by the Board shall at such time as the Board may determine, prepare for the Council, a whole consolidated financial statement, including a statement of combined assets and liabilities, and a statement of income, expenses and distributions, and a list of projects and/or organizations to or for which funds were used or distributed for charitable purposes, and such other additional reports or information as may be ordered from time to time by the Board.

(B) The auditor shall prepare such financial data as may be necessary for returns or reports required by state or federal government to be filed by the Council. The Board shall publish annually a written report of its activities and financial conditions.

(C) Each member of the Board shall serve in a judiciary capacity, and shall exercise his or her powers so as to not disqualify any gift from deduction as a charitable contribution, and not to disqualify the council from federal income tax exemption as a qualified charitable organization and/or from classification as a public charity. 

(D) Neither the Board of Directors, nor any of its members individually, shall be liable for acts, neglects or defaults of an employee, agent or representative selected with reasonable care, nor for anything it may do or refrain from doing in good faith, including the following if done in good faith: errors in judgment, acts done or committed on advice of Council, or mistakes of fact or law.

SECTION 1. DETERMINATION OF DISTRIBUTIONS IN GENERAL. The Board of Directors, not less frequently than yearly, shall:  Determine all distribution to be made from net income and principal of this Council pursuant to these by-laws and make, or authorize and direct the respective agents having custody of funds of this Council to make payments to persons to whom payments are to be made, in such amounts and at such times and with such accompanying restrictions, if any, as it deems necessary to insure for the purposes and in the manner intended and Determine all disbursements to be made for administrative expenses incurred by the Board and direct the respective agents having custody of funds of this Council as to payment thereof and funds to be charged.

SECTION 2. VOTING REQUIREMENT. All distribution determinations that exceed $100 provided in Section 1 shall be by an affirmative vote of a majority of the whole membership of the Board of Directors in office.

SECTION 3. DISTRIBUTIONS TO OTHER ORGANIZATIONS OR AGENCIES. The Board of Directors may, in furtherance of the Council’s purposes, direct distributions to such persons, organizations, governments, or governmental agencies as in the opinion of the Board can best carry out such purposes in order to carry out its objectives.

(A) The Council shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent federal tax laws.

(B) The Council shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent federal tax laws.

(C) The Council shall not retain any excess business holdings as defined in Section 4945(c) of the Internal Revenue code of 1954, or corresponding provisions of any subsequent federal tax laws.

(D) The Council shall not make any investments in such manner as to subject it to tax under Section 4944 of the Internal revenue Code of 1954, or corresponding provisions of any subsequent federal tax laws.

(E) The Council shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent federal tax laws.

SECTION 1. SELECTION. At each annual meeting of the membership there shall be selected from the Board of Directors by majority vote a Chairman, Vice-Chairman, Secretary, and Treasurer, and such other officers of the Council as the Board of Directors deems necessary, to hold office one (1) year, and/or until the election of their successors.

SECTION 2. DUTIES. The officers shall have the following duties:

CHAIRMAN.  The Chairman shall be the principle executive officer of the Council and shall generally perform all the duties usually performed by chairman of like Councils including organizing committees within the Council and selecting its chairpersons and soliciting reports from such committees.  He or she shall preside at all meetings of the Board, and in general, shall perform such other duties as from time to time may be prescribed by its.

VICE-CHAIRMAN.  The Vice-Chairman shall perform the duties of the chairman in the absence or inability of that officer.  The Vice-Chairman shall perform such other duties as from time to time may be assigned to him or her by the Chairman or the Board of Directors.

SECRETARY. The Secretary shall keep the minutes of the meetings so the Board of Directors can review the activities of the Council.  See that all notices are duly given in accordance with the provisions of the by-laws, be custodian of the Council records, and in general perform such other duties as from time to time may be assigned by the Chair or by the Board of Directors.

TREASURER. The Treasurer shall have general charge of all money and other property belonging to the Council and shall disburse the same under the direction of the Board of Directors and shall keep an accurate account of the same.  Shall perform other duties from time to time as assigned to him or her by the Chair and/or the Board of Directors.

OTHER OFFICERS.  The Board of Directors may establish other offices and designate the duties thereof.

VACANCIES.  A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by majority vote of the Board of Directors.

COMPENSATION.  Officers will serve without compensation from the Council.

EXECUTIVE OFFICERS.  The officers listed in Section 2 shall be designated as Executive Officers and may have power to act on business as designated by the Board of Directors.

The Board of Directors may provide a seal for the Council that shall be in the charge of the Secretary or such other officer as the Board may from time to time direct, and shall be affixed to such documents as may require the corporate seal.

The fiscal year of the Council shall be as designated by the Board of Directors.

A majority of the Board of Directors in office may, at a meeting called for that purpose or any annual meeting:

(A) Amend these by-laws in order to conform to any provisions with the objectives and purposes of the Council as such Board of Directors may from time to time find necessary.

(B) Upon dissolution of this organization, all assets shall be distributed to the Big Springs RC&D Council, Inc. at the same address.

EXECUTED this ___day of ______ 2005, as being a true copy of the by-laws adopted by Eastern Ozarks Forestry Council.

________________________ _________________________

Chairman                           Date               Secretary                 Date

Last modified: 02/28/06