The mission of this corporation is to make full use of all the opportunities associated with a Resource Conservation and Development (RC&D) Area for the improvement of living and working conditions in the area comprising Erie, Genesee, Monroe, Niagara, Orleans, and Wayne Counties.

The name of the corporation shall be the Lake Plains Resource Conservation and Development Council, Inc. (hereafter referred to as the "Council").

The address in New York State where the principal office of the corporation is to be located is 446 West Avenue, Albion, New York 14411.

The Council is organized for the purpose of increasing the cooperation between the member sponsors and other appropriate individuals, groups, and agencies to enhance the quality of life for the residents of the area through the identification of problems, determination of common objectives, goals, and strategies, and implementation of the objectives, goals, and strategies.

1. To develop and implement resource conservation and development programs in an effort to improve living and economic conditions within the six county area.
2. To coordinate and assist in implementing the local and regional development plans of other organizations and agencies.

 

 

 

 

3. To secure needed technical, financial, educational, and other services required to develop and implement appropriate project measures.
4. To use any appropriate public and/or private resources to support the mission, goals and objectives of the Council.
5. Notwithstanding any other provision of these Articles, the Council is organized exclusively for one or more of the following purposes: religious, charitable, scientific, public safety, literary, educational, foster national or international amateur sports competition (but only if no part of its activities involve the provision of athletic facilities or equipment), and the prevention of cruelty to children or animals, as specified in section 501 (c) (3) of the Internal Revenue Code of 1954; and shall not carry on any activities not permitted by a corporation exempt from Federal income tax under section 501 (c) (3) of the Internal Revenue Code of 1954.
6. No substantial part of the activities of the Council shall be carrying on propaganda or otherwise attempting to influence legislation, (except as otherwise provided by the Internal Revenue Code section 501 (b)), or participating in, or intervening in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office.

The following are the sponsoring agencies of the Council:

Erie County Legislature

Erie County Soil and Water Conservation District

Genesee County Soil and Water Conservation District

1. The governing entity of each county shall appoint, by resolution, a three member RC&D committee. Each member may appoint an alternate, who is a resident of the sponsoring county, to act on their behalf. There will be one member representing each of the following:

1. County government.
2. Soil and Water Conservation District
3. One member-at-large who is a resident of the county.

1. The purpose of these Sponsor RC&D Committees will be to:

1. Provide local leadership to ascertain appropriate project measures that are needed and wanted in each county.
2. Make recommendations to the Council concerning project measures.
3. Conduct educational and informational programs that will help people in the county make full use of the RC&D Council.
4. Serve as the County representatives on the Council.

1. Term of Office:

1. Council members will continue to serve until a replacement is appointed.
2. In event of three (3) inexcusable absences from the Council, a member is subject to replacement. Upon recommendation for dismissal of a member by the Council, that person’s sponsor shall be duly notified and a request made for a replacement.
3. Vacancies shall be filled by appointment as provided under Article V, Section A-1.

1. Officers:
1. The Council shall elect, at the Annual Meeting in February, a President-elect, and Secretary-Treasurer, and shall confirm the transfer of the previous President-elect to President.
1. Duties:
1. President:
• Shall preside over all Council and Executive Committee meetings.
• Shall call special meetings.
• Shall appoint all standing and special Committees as needed and approved by the Council members.
• Shall appoint a Budget Committee of at least one member from each county at the June Council meeting.
• Shall appoint a Nominating Committee at the Council’s January meeting. This Committee shall meet prior to the February Annual Meeting.
2. President-elect:
• Shall preside over the meetings in the absence of the President and carry out all the duties of the President’s office.
• Shall chair the annual Budget Committee meeting.
• Shall assist in the preparation of the annual and long range plans of work.
2. Secretary-Treasurer:
• Shall ensure records of all meetings are maintained.
• Shall ensure notices of all meetings are distributed.
• Shall see that an annual budget is proposed.
• Shall keep an operation expense account.
• Shall sign checks and vouchers for all bills of the Council.
• Shall provide the Council with an annual financial report and independent audit.
1. The President shall serve for a term of one (1) year. The President-elect shall assume the office of President following the one-year term expiration.
1. Committees:
1. An Executive Committee consisting of the Council Officers and the immediate past President shall be empowered to act on behalf of the Council if situations warrant between regularly scheduled Council meetings. This Committee shall report in a timely manner by mail and at the next regular Council meeting on any and all actions they take.

 

 

 

2. The Council shall establish advisory Committees. The President shall appoint the Chairperson for each of the advisory committees. Standing Committees shall include the Forestry Committee, Agricultural Committee, Education/Outreach Committee, Budget Committee, and Nominating Committee.
2. Council Functions:
1. The Council shall provide overall leadership and guidance to staff, committees, and volunteers.
2. The Council shall seek advice and guidance from other groups and/or agencies in implementing RC&D objectives.
3. It shall determine the project measures that will be a part of the Annual and Long Range Area Wide Work Plan by setting priorities to meet planning objectives.
4. The Council shall prepare and adopt an Annual Plan of Operations at the Annual Meeting each year, which will include specific methods or projects to meet Council objectives.
5. The Council shall adopt an annual budget at the Annual meeting.
6. The Council shall prepare an annual report of its activities including an evaluation of progress in meeting plan objectives.
7. The Council shall keep the general public informed of Council activities and progress.

 

ARTICLE VI – Meetings

Section A. - The Council will hold its Annual Meeting during the month of February each year. The Council will meet no less than six times per year. Additional meetings shall be called by the President as determined by the Council, or at the discretion of the President, or by written request of six (6) or more members of the Council.

Section B. – Meetings of the RC&D advisory committees shall be held as often as necessary (or at least once a year) to carry out their tasks. They shall be called by the advisory committee chair or on the request of one-third of the membership of the committee with at least five days notice to members.

 

 

 

Section C. The basis of determining a quorum shall be member county’s status as ""active" or "inactive". "Active" status is defined as a member County, which has paid its dues, by December 31^st of the current fiscal year, and "Inactive" status is defined as a member County, which has not paid its dues, by December 31^st of the current fiscal years. The Council will notify in writing a member County of their inactive status if annual dues are not paid by December 31^st of prior fiscal year. Upon payment of dues an inactive County will be returned to active status.

A quorum will be determined based on active membership:

6 county membership (18 voting members) quorum 5

5 county membership (15 voting members) quorum 4

4 county membership (12 voting members) quorum 3

3 county membership ( 9 voting members) quorum 3

 

ARTICLE VII – Finance

Section A. - Operation:

1. The Budget Committee shall prepare a draft annual budget by December 1^st each year. The Budget Committee will be responsible for ensuring an audit is conducted annually.
2. Each member county shall be required annually to provide dues for the operational expenses of the Council. The amount of these dues will be set by a majority vote of Council members and shall be due by February 1^st of the current fiscal year.

Section B. - Measures/Projects:

Funds for financially assisted measures and/or projects approved by the Council may come from:

1. Local, regional, and national private foundations.
2. Local, state, and federal governments.
3. Private individuals, businesses and corporations.

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4. Special RC&D accounts.
5. Other appropriate sources.

 

 

 

 

 

 

 

Section C. - Earnings:

1. No part of the net earnings of the Council shall accumulate to the benefit of any member, trustee, director, officer of the Council or any private individual (except that reasonable compensation may be paid for services rendered to or for the RC&D Area), and no member, trustee, director, officer of the Council or any private individual shall be entitled to share the distribution of any of the assets on dissolution of the Council.
2. In the event of dissolution, all of the remaining assets and property of the Council shall after necessary expenses thereof be distributed to such organizations as shall qualify under section 501 (c) (3) of the Internal Revenue Code of 1954, as amended, or to another organization to be used in such manner as in the judgement of the Justice of the Supreme Court of the State of New York will best accomplish the general purposes for which the Council was formed.
3. In any taxable year in which the Council is a private foundation as described in section 509 (a) of the Internal Revenue Code of 1954, the Council shall distribute its income for said period at such time and manner as not to subject it to tax under section 4942 of the Code; and the Council shall not:
1. Engage in any act of self-dealing as defined in section 4941 (d) of the Code.
2. Retain any excess business holdings as defined in section 4943 (o) of the Code.
3. Make any investments in such manner as to subject the Council to tax under section 4944 of the Code, or
4. Make any taxable expenditures as defined in section 4945 (d) of the Code or corresponding provisions of any subsequent Federal Tax Laws.

 

ARTICLE VIII – Indemnification

The corporation shall indemnify and hold harmless each member now and hereafter serving the corporation from and against all claims and liabilities to which they may become subject by reason of being a member, except that the mandatory indemnification required by this sentence shall not apply (i) to breach of duty of loyalty to the corporation, (ii) for acts of omissions not in good faith or which involve intentional misconduct or knowing violation of the law, or (iii) for a transaction from which such person derived an improper benefit.

ARTICLE IX – Liability

No member of this corporation shall ever be held liable or responsible for contracts, or default of this corporation in any further sum than the unpaid dues, if any, owed by the member, nor shall any mere informality in organization have the effect of rendering these by-laws null or exposing the members to liability other than as above provided.

 

ARTICLE X – Dissolution

In the event of dissolution, all of the remaining assets and property of the Council shall after necessary expenses thereof, be distributed to all sponsors that have paid their annual dues at the time of dissolution or such organizations as shall qualify under section 501 (c) (3) Internal Revenue Code of 1954, as amended, or to another organization to be used in such manner as in the judgement of a Justice of the Supreme Court of New York will best accomplish the general purposes for which this Council was formed.

ARTICLE XI – Legislation and Potential Activities

No substantial part of the activities of the Council shall be carrying on propaganda, or otherwise attempting, to influence legislation (except as otherwise provided by Internal Revenue Code section 501 [h]), or participating in, or intervening in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office.

 

ARTICLE XII – Corporate Seal

The Council shall have a seal in circular form having within its circumference the words: LAKE PLAINS RESOURCE CONSERVATION AND DEVELOPMENT COUNCIL, INC.

 

ARTICLE XIII – Amendments

The Constitution and By-Laws may be amended by a 2/3 vote of the Council members at any regular or special meeting, when regular written notice of such meeting shall contain the proposed change. See Article VI, Section A.

 

 

 

ARTICLE XIV – Non-Discrimination Clause

The Council activities will be conducted in compliance with the non-discrimination provisions as contained in Title VI and VII of the Civil Rights Act of 1964 as amended, the Civil Rights Restoration Act of 1987 (Pub. Law 100-259) and other non-discrimination statues; namely, Section 504, of the Rehabilitation Act of 1973, Title IX of the Education Amendments of 1972, the Age Discrimination Act of 1975 and in accordance with the regulations of the Secretary of Agriculture (7CFR-15, Subparts A & B) which provide that no person in the United States shall on the grounds of race, color, national origin, age sex, religion, marital status, or handicap/disability be excluded from participation in, or be denied the benefits of, or be actively receiving federal financial (or technical) assistance from the Department of any agency thereof.

 

ARTICLE XV – Miscellaneous

Section A – The fiscal year of the Council shall begin on the first day of January and end on the 31^st day of December every year.

Section B – Each Council member, alternate or authorized person is entitled to reimbursement for mileage and out-of-pocket expenses on prior approval by the Council when traveling as a representative of the Council.

Section C – Reimbursement will be made upon submission of a standard voucher form and approved by a majority of the Council at a regular meeting.

Section D – Reimbursement for travel will be at a rate set annually by the Council.

Section E – The Council cannot reimburse members or alternates for attendance at regular Council meetings and/or Subcommittee meetings.

Approved and adopted at a regular meeting of the Ontario Lake Plains Resource

Conservation and Development Council, on 02/19/93, amended on 03/24/94 and

amended 03/01/2000.

 

ATTESTED:

President

President-elect

Secretary-Treasurer

03/01/2000