Bylaws of
Itasca Water Legacy Partnership
Revised and passed July 17, 2015

Article 1:  PURPOSE

The Itasca Water Legacy Partnership (IWLP) is a community coalition comprised of a broad spectrum of stakeholders including business, industry, government, education, resorts, environmental coalitions, real estate and tourism representatives and citizens at large. The mission of the organization is to explore and enact strategies to maintain and improve water quality in Itasca County, protect watersheds and to highlight the importance of the area's impressively clean water.

The IWLP will work in a collaborative manner on on-the-ground actions that encourage diverse, sustainable use, protection, recovery and enjoyment of Itasca County's world-class water and shore-land resources that are critical to a strong economy.

Article 2:  OFFICE AND BOUNDARIES

The principal office of IWLP shall be the mailing address of PO Box 881, Grand Rapids, MN 55744 and physical address at 1121 E. Hwy 169. Grand Rapids, Minnesota 55744.

The operating territory for programs and services is Itasca County, Minnesota and its associated watersheds.

Article 3:  BOARD OF DIRECTORS AND TECHNICAL ADVISORY BOARD

The management of all of the affairs, property and business of IWLP shall be vested in the Board of Directors consisting of up to thirty persons. The City of Grand Rapids and Itasca County will be invited to attend. Other governmental entities may be invited to attend upon request.

The terms of the Board members shall be three years, one third of who will be elected each year. All board members shall serve until their successors are elected and qualified, even though that may extend their term for a short period.

A Technical Advisory Board comprised of non-voting members with particular expertise valuable to the Partnership may be established.

Members of the Board of Directors and the Technical Advisory Board are expected to attend all Quarterly Board meetings. In the event of an unavoidable absence, members may be excused by notifying the IWLP secretary before the meeting. Members absent more than three meetings in a calendar year shall be deemed resigned from the Board unless the Executive Committee takes specific action by majority vote to reinstate the member. Emeritus members are nonvoting and are excused from attendance requirements.

Board members may resign by submitting a letter to the Secretary for action at the next regular meeting.

Terms of service shall begin and end with the annual meeting in January of each year. Board members may serve three successive terms of three years. No person will serve longer than three successive terms except after an absence of three years from the Board unless approved otherwise by a majority vote of the Board of Directors.

The Board of Directors may exercise all the powers of a 501c3 non-profit organization acting under the laws of the State of Minnesota, and may do all such lawful acts and actions as are required or permitted to be done pursuant to law, the enabling resolution or pursuant to these bylaws.

Meetings of the Board of Directors shall be held at least quarterly at the principal office in the City of Grand Rapids, State of Minnesota, or at such other places as the Board may establish. All Board of Directors meetings will be open to the public and minutes of the proceedings available on request.

Special meetings may be called at any time by the President or, in the president's absence, by the Vice President or any two Board members, to be held at the principal office of IWLP in the City of Grand Rapids, State of Minnesota or any other place that IWLP may designate. Notice of special meetings shall be given to each Board member at least 48 hours prior to the meeting.

A quorum at all the meetings of the Board of Directors shall consist of a majority of voting members of the whole board, but in no case shall a quorum of the Board of Directors be less than one half the current members, plus one. Less than a quorum may, however, adjourn any meetings, which may be held on a subsequent date without further notice, provided a quorum is present at such a meeting.

Board members are volunteers and shall not be paid by the partnership.

Article 4:  OFFICERS

The officers of IWLP shall be a President, Vice President, Secretary, Treasurer and Finance Chair. The offices shall be elected to three-year terms and shall hold office until their successors are elected and qualified. Officers will be elected in December with terms beginning at the Annual Meting in January.

The President shall preside at all meetings of IWLP and shall be in charge of day-to-day operations, shall sign or counter sign all certificates, contracts, proposals and other instruments of IWLP as authorized by IWLP, shall make reports to the Board, and shall perform all such other duties as are incident to the office or are properly required of the officer by IWLP.

In the absence of the President the Vice President shall exercise the functions of the President.

In the event of death, resignation, or incapacity of the President, the Vice President shall become the President for the un-expired portion of the term. Vacancies in any other office from any cause, may be filled by the Board of Directors at any regular or special meeting.

The Secretary shall issue notice for all meetings, except notice for special meetings as provided herein, shall keep minutes of all meetings, shall maintain an accurate list of board members, and shall make such reports and perform other such duties incident to this office.

The Treasurer and/or Finance Chair will have charge of the IWLP books and accounts, shall ensure that a budget is prepared each year for Board approval, and perform other such duties incident to this office. The officers, or their designee, shall speak for the partnership when relating to the press, grantors, contractors and the public at large.

Article 5:  COMMITTEES

An Executive Committee may be established consisting of the five officers plus the Chair of each standing committee. The responsibility of the Executive Committee is to act for the Board of Directors when time for decisions is a critical factor, to establish meeting agendas and speak for the partnership when action is needed. The formal make-up of the Executive Committee shall be determined by Board of Directors and approved each year at the January annual meeting.

The Executive Committee may act for the full Board of Directors by accepting grants, gifts and donations.

The Executive Committee shall report to the full Board of Directors its actions at the next regular Board of Directors' meeting. The Board of Directors may ratify or change Executive Committee actions.

Regular standing committees may be established for on-going functions such as membership development, publicity, project administration, fund raising and other duties that sustain and enhance the mission of IWLP. Committees may be dissolved at any regular meeting if their purpose is no longer needed.

Special committees may be established for short-term tasks. These would include preparation of the annual budget, the annual report, annual meeting, meeting with governmental officials and public service projects.

Article 6:  FINANCE AND ADMINISTRATION

The monies of IWLP shall be deposited in the name of IWLP in an account at Deerwood Bank in Grand Rapids, MN. The Treasurer shall have the ability to disperse funds without prior approval from the Board when such funds have already been approved as part of ongoing projects and/or are routine administrative costs. All other dispersals over $1,000 and not previously approved will require the signature of two officers.

The fiscal year shall be the calendar year.

The nature, number and qualifications of staff or consultants required by IWLP to conduct its business according to these bylaws shall comply with Minnesota Statutes.

The books and records of IWLP shall be kept by the current Secretary.

Article 7:  MEMBERSHIP

The Board of Directors may create memberships, membership categories and dues to support the administrative cost of operating IWLP.

Special member benefits may be created such as receiving newsletters, invitations to annual and special meetings and discounts on goods and admissions.

Article 8:  ANNUAL REPORT AND BUDGET

IWLP shall prepare an annual report describing its activities and providing an accurate statement of its financial condition, together with additional matters and recommendations it deems advisable for the enhancement of water quality in Itasca County.

The annual report, including the financial data, shall be due March 1 of each year describing the activities of the previous calendar year.

IWLP shall prepare an annual budget projecting anticipated expense and sources of revenue, which will be due by November 1 each year.

Article 9:  NOTICES

At least five working days before each meeting of the Board of Directors, the Secretary shall notify each Board member of the time, place and purpose of the meeting by written notice or electronic message. Special meetings may be set without prior written notice when all Board members are present at the meeting or consent in writing, electronically or by telephone, is sent to the Secretary.

Article 10:  STAFF AND CONSULTANTS

IWLP may employ an executive director, technical experts and agents, and other employees as it may require, and determine their duties, qualifications and compensation.

IWLP may contract for the services of consultants, agents, public accountants, and other persons needed to perform its duties and fulfill its mission. IWLP may delegate to one or more of its agents or employees powers or duties, as it may deem proper.

Article 11:  INDEMNIFICATION

IWLP shall have the power to indemnify officers and employees acting for or on behalf of IWLP in respect to any and all matters or actions for which and to the extent that indemnification is permitted by the laws of the State of Minnesota.

IWLP may purchase insurance in conjunction with the indemnification provision of the previous paragraph.

Article 12:  AMENDMENT OF BYLAWS

Alterations, amendments or repeal of the bylaws may be made by a two-thirds vote of the Board of Directors entitled to vote at any meeting, if the notice of such meeting contains a statement of the proposed alteration, amendment or repeal. Notice of an alteration, amendment or repeal of the bylaws shall be given in writing by mail or electronic notice to each Board member at least ten (10) days prior to the meeting at which such change is to be considered.

Article 13:  CONFLICT OF INTEREST

Any officer, member or employee of IWLP shall disclose potential conflicts of interest, interest in property or programs in which they have any financial interest, direct or indirect, in any contract for materials or services furnished to or used in connection with any project undertaken by IWLP.

Article 14:  NONDISCRIMINATION

The officers, Board, committee members, employees, consultants, contractors, grantees, and all persons served by and for this Board/Organization shall be selected entirely on a nondiscriminatory basis with respect to race, color, religion, sex, national origin, disability and protected veteran status.

Article 15:  MISCELLANEOUS

All meetings of IWLP shall be governed by Roberts Rules of Order, Newly Revised.

These bylaws will become effective thirty (30) days after their adoption.

 

Date amended: Approved November 3, 2014 at the Quarterly Board Meeting
Date effective: December 3, 2014
Date amended: Approved July 17, 2015 at the Quarterly Board Meeting
Date effective: August 17, 2015