SaveHighRockLake.org By-Laws


Article I - Name of Organization
The name of this organization (hereafter referred to as the Organization, or SHRL.org) is SaveHighRockLake.org. 

Article II - Purpose
SaveHighRockLake.org is a non-profit organization created under the laws of the state of North Carolina to represent the interests and concerns of stakeholders in the relicensing process of FERC Project 2197. 

Article III Membership

Section 1 -- Eligibility to join
Membership in SaveHighRockLake.org is open to anyone who qualifies as a stakeholder in FERC project 2197 as defined in the Electric Consumers Protection Act of 1986. This includes concerned environmentalists, recreational users of FERC Project 2197 and those who are impacted economically by the management of FERC Project 2197

Memberships are held by individuals and Members shall have voting rights to act on or decide issues brought to the general membership by the Board. 

Section 2 -- Applications
Applications for membership can be made in writing, by signing a membership signup sheet at a SHRL.org membership drive event or by submitting a "Join SaveHighRockLake.org" form on our web site www.SaveHighRockLake.org

Section 3 -- Termination of Membership
Any member may resign by submitting a written resignation to the Organization. Such a resignation shall be effective as of the date received. 


Article IV - Board of Directors

Section I -- Board Powers/Duties
The Board of Directors (Board) shall be the governing body of SHRL.org. The Board shall manage the affairs and control the funds and property of the Organization. Without limiting the generality of the foregoing. the Board shall have the following powers: 

a) To adopt the annual budget; b) To direct, supervise, and approve the activities of SHRL.org and other board members as they carry out activities on behalf of SHRL.org; 

Section 2 -- Contracts and Instruments
The Board, by resolution may authorize contracts, payments for goods and services, and other documents on behalf of the Organization. Any such resolution may be general or relate only to specific instances. 

Section 3 -- Copies of Resolutions
Any person dealing with the Organization may rely upon a copy of any of the records of the proceedings, resolutions, or votes of the Board of Directors or Members, when certified by the Board. 

Section 4 -- Rules of Procedure
The Board of Directors may adopt rules of procedure to govern any meetings of Members or Directors, to the extent not inconsistent with law, or these Bylaws, as in effect from time to time. In the absence of any rules of procedure adopted by the Board of Directors, the chairman of any meeting shall make all decisions regarding the procedure for such meeting. 

Section 5 -- Minutes of Meetings
The Chairman shall preside over meetings. The Secretary or designee shall take minutes and notes of all Board meetings, actions and resolutions. In the absence of the Chairman, the remaining board may meet, with the Vice Chairman, the Secretary or the Treasurer, in that order presiding over the meeting, as long as the quorum requirements of section 13 are met. 

Section 6 -- Amendments
These Bylaws may be altered, amended or repealed and new Bylaws adopted and certified by the Board of Directors. 

Section 7 -- Compensation
The Board shall serve as volunteers and shall not be compensated by the Organization, except that Directors may be reimbursed for actual expenses incurred because of their position if such reimbursement is authorized by the Board of Directors.


Section 8 -- Number and Composition of Board
Initially, the Board shall consist of a minimum of nine members elected by the incorporating members. At any time the Board may elect to amend and certify the bylaws to change the number of seats on the Board, or the composition thereof. 

Section 9 -- Vacancies
Upon resignation of a Board member, the remaining Board members may appoint a new Board member. 

Section 10 -- Officers
The Board shall elect from among their membership, a Chairman, Vice Chairman  Secretary and aTreasurer. The Secretary and Treasurer positions may be combined by 2/3 vote of the Board.  The Chairman shall preside over Board meetings, and shall have the power to sign all documents, contracts, and accounts as directed by the Board. The Secretary shall take minutes and notes of all Board meetings, Membership meetings, actions and resolutions. The Treasurer shall keep the official financial records of the Organization, and shall, with the Chairman, make all disbursements of funds.


Section 11 -- Attendance
Any director who fails to attend three consecutive scheduled Board meetings may be reviewed for possible removal from the Board. 

Section 12 -- Meetings
The Board shall meet no less than monthly. Board meetings may be conducted via telephone conference calls, via internet video conferencing or in person at a designated place and time. Meetings maybe called by the board or by individual board members with at least 48 hours notice via e-mail, phone or fax.

General membership meetings shall be held at least quarterly. Information updates to the general membership shall be conveyed via postings on www.SaveHighRockLake.org and/or via e-mail on at least a weekly basis.

Section 13 -- Quorum
A quorum consists of at least 2/3 of the Board, and must include at least one officer. 


Article V - Dues
There will be no dues required to join SHRL.org. All funds spent by the organization will be raised via fund raisers and donations.

Article VI - Indemnification of Board and Officers
Any person who was or is made a party or is threatened to be made a party to or is involved (including, without limitation, as a witness) in any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that be or she is or was a Director or officer of the Organization or by reason of the fact that, while a Director or officer of the Organization, he or she is or was serving at the request of the Organization as a Director, officer, employee or agent of the Organization, whether the basis of such proceeding is alleged action in an official capacity as a Director or officer or in any other capacity while serving as a Director, officer, employee or agent, shall be indemnified and held harmless by the Organization to the fullest extent permitted by applicable law. 

 

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Last modified: January 05, 2011