Board Info!

BYLAWS OF FRIENDS OF THE CLEARWATER

Article I Purpose

1. The name of this organization shall be Friends of the Clearwater.
2. The purpose of Friends of the Clearwater is twofold. First, to provide the public with information about issues concerning and preservation of our natural environment, particularly but not limited to northern and central Idaho, specifically the public lands in and around the Clearwater Basin. Second, to conduct activities which promote the preservation of the Clearwater region’s wildlands and protection/restoration of the area’s biodiversity and clean water.
3. In order to fulfill this purpose, Friends of the Clearwater will gather data, participate in public processes, and present forums, seminars, and lectures to the general public, and maintain an office.

Article II Members

1. The general membership of Friends of the Clearwater shall be composed of any individual who is a current dues-paying member, the amount of which is determined by the Board of Directors, and who is supportive of the purposes and goals of Friends of the Clearwater, as determined by the Board of Directors.

2. Members in good standing will be allowed to vote for the Board of Directors. There will be no minimum number or percentage requirement for members to constitute a valid election unless otherwise determined by the Board of Directors. Ballots will be mailed around the Annual Meeting and must be received by the end of the year.

 

3. Rights of members extend only to voting for the Board of Directors at the annual meeting and any other rights under State law.

Article III Board of Directors

1. There will be a board of directors consisting of up to eleven members with two year terms who will be elected by the general membership via mail. Ballots will be mailed around the time of the Annual Meeting, which will take place on or near the second Friday or Saturday of November. Thus, board elections will be for only those members whose terms expire at the end of the year.
2. There will be four general officers who are members of the board. These will be: A. President. B. Vice-President, C. Recording Secretary, and D. Treasurer. Officers will be elected by the board of directors at the first meeting following the general election of board members.
3. A board member may resign at any time for any reason, upon notifying the rest of the board.
4. Vacancies on the board may be filled by the Board of Directors until the next general election.
5. The board of directors will meet at least quarterly. Meeting times will be determined by the board and announced to the board over the internet or via phone.
6. There shall be written electronic record of all formal meetings of the board of directors to be kept by the Recording Secretary and agreed upon by the Board of Directors over the internet.
7. A Board Member may be suspended or expelled by a two-thirds vote of the board, for serious misconduct which adversely affects the interests or reputation of the organization. A conflict resolution meeting shall take place before expulsion unless the party(s) in question refuses to participate or no mutually agreeable time can be arranged.
8. The Board of Directors will be responsible for making any decision regarding disbursement of funds and the dissolution of the corporation, consistent with the Articles of Incorporation.
9. A quorum of the Board of Directors shall be one person greater than 50% of the current Board of Directors.
10. The Board of Directors may amend the bylaws.

Article IV Miscellaneous Provisions

1. As the Board of Directors sees fit, it may also establish a non-voting advisory board, to aid in functions of the organization. Membership on this advisory board would confer no liability, power or obligations with respect to Friends of the Clearwater.

2. In order to protect member privacy and for other purposes of protecting the corporation and as provided by Idaho State Law, the Board of Directors shall determine whether a member’s request to view membership or other records is for a proper purpose. All inspections of said records shall be carried out in the Friends of the Clearwater office unless otherwise determined by the Board of Directors.

3. Notification of the Annual Meeting will be via the quarterly newsletter which is sent out by non-profit US post, via electronic mail for those who request to receive notification in that fashion, and posted on the Friends of the Clearwater website.

Amended August 31, 2021

New Policy 8/24/15

Nomination Process for Board Member Recruitment for New Board Members

It was determined that the nomination process and requirement to attend one board meeting was waived for 2015. There will be a meet the board at the Garden Lounge on October 20 for potential candidates. It was also recognized there may not be time to place candidate bios on the website for this election.

As it becomes necessary to recruit a new member to the Board of Directors (BOD), there are several mechanisms to accomplish this:

• The board will advertise in media deemed necessary and available including the Defender and the website
• Any BOD member can recommend a recruit, and if the BOD agrees with that choice, then that BOD member will contact that person.
• Any FOC member can request to become a board member (run for the board), at any time, by contacting a current BOD member.

A prospective candidate ( hereinafter, prospective board member or PBM) must:

• Be a current member of FOC;
• Personally contact one BOD member with a request to run for the BOD;
• Attend at least on BOD meeting as an invited guest.

When a PBM makes a contact with a current BOD member, the BOD member initiates a committee of at least 2 current BOD members that will act as sponsors between the BOD and the PBM, including introductions, advocates and mentors.

If appropriate (time permitting, see note for 2015 above), the PBM will be asked to attend a BOD meeting and will be introduced formally as being interested in joining the FOC BOD. During this BOD meeting, both formally and informally, the PBM will express skills, resources and motivation for becoming a BOM member of FOC as well as filed questions from current BOD members.

After the PBM has attended at least one BOD meeting, then the mentors can propose a BOD vote either at a subsequent BOD meeting or by email or any other remote media to nominate the PBM as a BOD member candidate in front of the membership. In the case of filling a vacancy, that PBM would become a full member of the BOD until the next scheduled election.

In terms of the nomination process, there would be a profile of candidates on the website.