Menu of Options for

This document has been created to provide you with options to choose from in developing or changing your own bylaws. Each section provides a very brief description in parentheses and is followed by a list of bulleted options that you can use at your discretion.

Purpose (Reason for creating the organization.)

• Assess and address watershed conditions and management issues.
• Provide a forum (framework) for coordination and collaboration (cooperation, coordination), as well as the gathering and sharing of information between (among all) stakeholders (key interests) in the development and implementation of a watershed action plan.
• Bring together local landowners, resource managers, and key interests to establish (develop) goals and activities to restore and improve habitat objectives.
• Achieve a balance between economic development and environmental protection that responds to local needs.
• Educate the public about watersheds and their importance.
• Receive public input about watershed conditions and protection/restoration priorities.
• Advise decision makers.
• Encourage wise watershed stewardship in advance of resource degradation and regulatory action.
• Develop solutions in response to local needs while considering local impacts.
• Test, implement, monitor, and evaluate (new or current) management practices designed to support environmental integrity and economic stability for the community at large.
• Reduce duplication of watershed restoration efforts.

Mission (Perpetual undertaking or assignment—normally one sentence in length.)

• Protect the natural, cultural, and historical resources of the __________________Watershed.
• Develop and implement coordinated resource management that will enhance the natural resources of the _________________________Watershed.
• Ensure sustainable watershed health, functions, and uses.
• Involve the local community in the enhancement and protection of the natural resources of the ________________ Watershed for the social and economic benefit of its landowners, managers, and users.
• Provide a forum for public participation and education regarding decisions that can have significant effects on the future of our watershed.
• Preserve and protect the ____________________ Watershed such that the natural processes, ecosystems, and unique character are preserved, and a balanced level of human interaction can occur in the watershed.
• Foster, develop, and coordinate a ridge-top to ridge-top watershed approach to resource planning and management so as to protect, enhance, conserve and restore the water resources of the ________________ Watershed for beneficial economic, environmental, and social use.

Goals and objectives (What is your group trying to achieve? Goals are general in nature while objectives are more specific and measurable.)

• Provide a forum for public involvement and education about watershed groups and councils, and watershed issues.
• Conduct an outreach program to make council resources and expertise available to the public.
• Foster and improve communication among affected private individuals, interested citizens, and representatives of local, state and federal agencies.
• Collect and compile existing watershed data upon which to base future implementation of actions affecting the watershed (develop and implement a watershed wide assessment).
• Develop a watershed plan, prioritize projects, and implement a monitoring and evaluation plan based on a scientific assessment.
• Restore and enhance habitat for anadromous salmonids in the ________________Watershed.
• Improve and enhance water quality for domestic drinking water supplies and other beneficial uses within the watershed.
• Ensure economic development is considered as an integral part of watershed health.

Decision making (A majority vote or consensus.)

• Consensus means that all members of the quorum are in agreement with, or express no opinion, or for the record, state that they are not voting "for", yet will not hold back a decision or action on the issue under consideration.
• Motions should be made and seconded by voting members of the Board (Council/Group) or their alternates. Consensus shall be reached or the matter shall be put to a vote with a:
• simple majority of voting members present required to make the decision.
• simple majority vote of the quorum.
• 80% (2/3) super-majority (of voting members or quorum).
• Provision will be made for a minority report, for any Board (Council/Group) members who do not agree with the majority position. The minority report will be attached to the majority decision for public review.

Quorum and Voting (A quorum is the number of votes required to be present at a meeting in order for business to be carried out.)

• A quorum at a Board meeting shall be:
• A simple (super) majority of all Board (Council/Group) members in office immediately before the meeting begins.
• A percentage (20% for example) of all Board (Council/Group) members in office immediately before the meeting begins.
• Ten or more (any specific/constant number) Board (Council/Group) members.

Bylaws Amendments (A provision in the bylaws may state that they can be amended by the Board, by the members, or both.)

• The Council (Group) may propose amendments to these bylaws at anytime. Amendments will become effective at the time proposed (at the next regular meeting) if:
• All council members are present and approve.
• A quorum is present and approves proposed amendments.
• A specific number or percentage of Board (Council/Group) members in office at the time of the vote.

Frequency, Purpose, and Rules of Regular Meetings (Regular meetings are those in which the time and place is regularly scheduled.)

• All regular meetings are open to the public.
• Regular meetings of the Board of Directors shall be monthly at times and places determined by the Board (Chair).
• The Council will follow the provisions of the State (OR, WA, CA) Open Meetings Law and Public Records Law.
• Meeting conduct shall be in accordance with customary "Robert’s Rules of Order" and administered under the direction of the Chairperson.
• Meetings will be advertised in all local newspapers.
• The Chair may recognize public input at any point (beginning or end) during a Council meeting.

(Note): Define how to conduct special meetings, executive session, annual business meetings, and Steering Committee meetings (special meetings are all meetings that are not regular meetings).

General Membership definition (Identify who, for what purpose, how many, involvement, and attendance.)

• Any property owner and resident within the boundaries (hydrological or otherwise) of the ________________________ Watershed shall be considered as a member of this body.
• The _____________Watershed Council (Group) will strive for a membership that reflects the broadest practicable representation of local citizenry, state and federal agencies and organizations with vested interests within the watershed, and is advised by a Technical Advisory Team.
• The membership of this organization shall consist of three classes of members, the first class to be designated "Active", the second class to be designated "Executive Council", and the third class to be designated "Officers" (consider Officers, Voting Council, and Community).
• Any individual or organization supporting the purpose and mission of the _________ Watershed Council (Group), and pays dues as established by the Executive Committee, shall be a member of the ______________________Watershed Council (Group).
• If a Council (Group) member misses three consecutive meetings without prior notification, his/her position becomes inactive (may be considered vacant) and shall so be notified, thereby eliminating that vote from the quorum number required.
• The Council (Group) shall be made up of a board of directors, which shall at all time include one representative from each of the following interests: Native American Tribe, Fish and Wildlife, Federal Government Agency (BLM, USFS, USFWS), Water Providers, Local Utilities, Industry, Agriculture (etc.).
• This corporation (Council/Group) shall have no members.

• The Board of Directors shall be elected by the watershed Board (Council/Group) members.
• Each Director may (shall) appoint an alternate.
• A member of the Board of Directors may be removed from the Board of Directors for any action that is detrimental to the best interests of the Council (Group) for failure to actively support purposes, or for failure to actively participate in Council (Group) activities.
• Any individual seeking membership shall notify the Chair of his or her interest in serving on the Board. The Chair shall notify the Council of any such applicant. The Council shall elect such an applicant if the election is consistent with the Purpose and/or Mission of the Council (Group) and the applicant agrees to active participation on the Council.
• Removal shall require the unanimous vote of all other Council (Group) members (of the Board of Directors) present.

• The Officers of the Board shall consist of a President, Vice-President, Secretary, and Treasurer.
• The President shall be the chairperson of the Board of Directors at all meetings and shall have general supervision of the affairs of the Council (Group). The President shall call special meetings and appoint committee members, and is an ex-officio member of all committees. Public information and media contacts will be coordinated through the President of the Council (may not apply if you have a Coordinator/Organizer).
• The Vice-President shall exercise all functions of the office of the office of President when the President is absent or as delegated by the President.
• The Secretary shall issue notices of all meetings of the Board of Directors and of the Council (Group); shall keep and issue lists of the membership of the Council (Group); shall make reports as directed by the Board of Directors; and shall be responsible for recording all the proceedings of the meetings of the Council (Group).
• The Treasurer shall establish and maintain adequate financial records of the Council (Group), and issue reports as requested by the Board of Directors; shall collect all dues and assessments levied by the Board of Directors; and shall perform such other duties properly required by or incident to this office.
• Officers of the Council (Group) shall be elected by the Board of Directors from the membership of the Board of Directors, to serve for a term of one (two, three, etc.) years.
• An officer may be reelected without limitation on the number of terms he or she may serve. The Board shall elect its own officers, except that a Board member shall not vote on his or her own position.

Attach, or include, a list of board member names, addresses, and what organization or agency they represent.

• Some groups state the dollar amount due, the time of year payments are due, and state that dues may be subject to change at the next annual board meeting. Other groups simply do not mention dues in their bylaws.

• State what type of organization or corporation (such as 501(c)(3)) your group has established. If incorporated, specifically state the date your fiscal year ends. If your organization is not incorporated you may want to state the organization’s Relationship to Decision-Making Bodies and Communities of Interest.

• The __________________ Watershed Council (Group) is an advisory body to established decision-making bodies and communities of interest. As such, the Council (Group) makes recommendations concerning the protection, restoration, and enhancement of the quality of the ___________________ Watershed. The Council (Group) shall be non-partisan, non-political, non-regulatory and shall not have the authority to appeal land use or other decisions of elected or appointed public bodies. The agencies, organizations, and interests represented on the Council (Group) are not obligated to adopt or carry out the recommendations of the Council, but will give due consideration to the recommendations and take actions they consider appropriate. These agencies, organizations, and interests will report back to the Council (Group) on any actions taken in response to council recommendations.

• Some Boards use committees to carry out their work. Committees can be given decision-making authority, while others simply assist the board in its work. Committees can be long-term for such things as overseeing the work of paid staff. Short-term committees may be developed to choose and purchase a computer system or create a job description.

References

Technical Assistance for Community Services. 1996. The Oregon Nonprofit Corporation Handbook: How to Start and Run a Nonprofit Corporation. Portland, Oregon.