By-Laws

BY-LAWS

of

WATTS BAR ECOLOGY and FISHERY COUNCIL

 

Article 1: NAME

This organization is incorporated under the laws of the state of Tennessee and is known as the Watts Bar Ecology and Fishery Council, hereafter referred to as “the Council” or abbreviated as “WBEFC”.

 

Article 2: PURPOSE

The Council is a 501 (c) (3), volunteer,  non-profit organization and is organized to achieve these purposes:

  1. Protect the ecological health of the Upper TN River Basin including Nickajack, Chickamauga, Watts Bar, Melton Hill, Ft. Loudon, and Tellico Lakes for the benefit of all stakeholders and users. These lakes are Tennessee Valley Authority (TVA) impoundments.
  2. Advise local, state and federal officials and legislative bodies on matters pertaining to the ecological and economic health and vitality of the Tennessee River system, and to make such recommendations as may advance these objectives.
  3. Advocate for the quality and accessibility of these Lakes and the Tennessee River system for the benefit of all users.

 

Article 3: STAKEHOLDER MEMBERSHIP

  1. Any person of legal age who subscribes to the purposes of the Council is eligible for stakeholder membership including full-time or part-time residents of, or property owners on the lakes, or lake users. Stakeholder membership in the Council is not limited in size.
  2. Stakeholder Membership. Membership is granted when an eligible person submits a request to become a member through the WBEFC Website—under “Contacts” dropdown.
  3. The BOD may authorize such modest membership fees as may be appropriate.
  4. A stakeholder member may resign from the Council upon email notice to the board of directors. Businesses, organizations, government entities, or other institutes have the power to terminate the membership of any of its representatives by written or email notice to the BOD and the effected member. The BOD may terminate a member with a majority vote of the BOD at a regularly scheduled meeting when due cause for termination has been given and discussed. The member is notified in writing or email by the Secretary.
  5. Only officers and Board of Directors have voting privileges.
  6. Regular meetings: Annual Membership meetings will be held January of each year. Additional meetings may be called when deemed appropriate by the Chair or the BOD at a time and place designated by the Chair. Email notice of membership meetings is provided at least ten (10) days prior to the date of the meeting to all members on record.

 Article 4: OFFICERS AND BOARD OF DIRECTORS

  1. The governance and direction of the Council is vested in the Board of Directors, hereafter referred to as the BOD which consists of up to fifteen (15) Council members. Typically, when possible, one-third of whom are elected annually.
  2. Term of office.
  3. There is no finite term of office, however, ideally, a director’s term of service on the BOD is three (3) years, hereafter referred to as the “term.” Directors are elected at the annual meeting of the BOD which is held in January of each year. Date, time, and location of the annual meeting will be communicated to board members via email from the board chair. The term of a director elected at the annual BOD meeting begins on the first day of the month and expires on the last day of same month three years after the term is deemed to have begun.
  4. Directors who are elected to fulfill the term of a director who has left the position complete the rest of that term.
  5. A person may serve as a director for two successive terms without a break in service. Following the second term, every attempt will be made to elect a new director. If a new director is not available, the new term will be extended a year at a time, until a new director is voted in. A director eligible to serve a second term must be elected to serve the second te A director who is elected to fulfill the term of a director who has left the position and completes the rest of that term is deemed to have served the full three-year term for purposes of determining length of service and eligibility to serve on the BOD.
  6. Selection and election of directors.
    1. Nominating Committee. Three months prior to the annual BOD meeting, the Executive Committee shall appoint a Nominating Committee. No member of the Executive Committee may serve on the Nominating Committee. The Chair of the BOD designates the chair of the Nominating committee. One month prior to the annual meeting, the Nominating Committee shall present to the chair a slate of up to five candidates to serve 3-year terms to replace the directors whose regular terms are expiring. Each candidate must be an active member of the Council and shall be in good standing and must have agreed to accept the responsibility of a directorship. No director who has served two consecutive 3-year terms is eligible for election for a third term unless there are no replacements available. Once a director is replaced, a period of one year must elapse before eligibility is restored.
    2. Notice of nominations to the BOD. Upon receipt of the Nominating Committee’s report, the Chair notifies the BOD fifteen days prior to the annual meeting by email of the names of persons nominated as candidates for directors.
    3. Removal. BOD members may be removed either with or without cause by a majority vote of the BOD and a Director may be removed with cause by a majority vote of the entire BOD.
  • A member of the BOD who is absent from three BOD meetings within a calendar year (including conference call meetings) is automatically dropped from membership on the BOD unless confined by illness or other absence approved by the Chair and recorded by the Secretaryin the minute book. Vacancies on the BOD are referred to the Nominating Committee and subsequently filled by the BOD.
  • Each director must attend a majority of all BOD regularly scheduled meetings unless excused by the Chair of the BOD. Each director must serve on at least one committee. TheBOD governs the business and affairs of the Council. Each director must act in good faith on behalf of the Council, and must disclose possible or perceived conflicts of interest to the Chair immediately and take actions that are in the best interest of the Council. Directors serve without compensation for their services.
  • A director may resign at any time with written notification to the Chair or Secretary. If no time is specified, the resignation takes effect upon receipt of such resignation.
  • Quorum and voting. The quorum for BOD meetings is a majority of the directors on the BOD on the date of voting. Each director has one vote per issue at any BOD meeting at which he/she is present, either in person or by conference call. Should a tie exist, the Chair may break the tie by casting a second vote. Proxy voting is not permitted at any BOD or Council meeting.

 

Alternative 2: The Term of a director who fails to attend three (3) BOD meetings within the fiscal year without excuse automatically expires without any action required to be taken by the BOD.

Article 5: EXECUTIVE COMMITTEE/OFFICERS

  1. Composition and eligibility. The officers and the immediate past chair comprise the Executive Committee, all of whom are voting members.
  2. Officers and their responsibilities are listed below.

 

Officer Responsibilities
Chair ·      Presiding at meetings of the BOD and the membership

·      Serving as the primary spokesperson of the Council

·       Scheduling meetings of the BOD as deemed necessary to meet the purpose of the Council (Note, any director may request a meeting of the Board.)

·       Appointing ad hoc committees (except TAC) and serving as ex officio member of ad hoc committees

·       Breaking a tie vote, and

·       Performing such other duties as prescribed by the BOD.
Vice Chair-BOD ·       Exercising the authority of the chair in the chair’s absence, and

·       Performing such other duties incident to the office as may be prescribed by the chair or the BOD.
Vice Chair, Science and Technology ·      Representing the Council on science and technology matters.

·      Serving as chair of the Technical Advisory Group (TAC)

·      Appointing members of the TAC
Secretary ·      Recording the minutes of the membership and BOD meetings and distributing them for approval

·      Maintaining Council and BOD correspondence

·      Serving as custodian of Council and BOD records and documents

·      Notifying members of meetings at least 10 days prior to the date of the meeting and keeping a roll of the members with their addresses

·      Notifying officers of their election to office and directors of their selection to the BOD, and

·      Carrying out such duties incident to the office as may be prescribed by the chair or the BOD.
Treasurer ·      Petitioning, collecting, and receiving all monies due or belonging to the Council

·      Depositing the same in a bank designated by the BOD in the name of the Council

·      Disbursing funds as authorized by the BOD

·      Presenting regular statements of income and expenditures to the BOD

·      Keeping and maintaining, open to inspection by any member of the BOD at all reasonable times, adequate and correct accounts of all WBEFC funds and transactions

·      Arranging for an annual audit of books as directed by the BOD

·      Carrying out such duties incident to the office as may be prescribed by the Chair or the BOD.

 

  1. Resignations and vacancies.
  2. An officer who wishes to resign may do so in writing; the resignation takes effect at the time specified therein; if no time is specified, it takes effect upon receipt of such resignation by the Chair or Secretary.
  3. Vacancies in any elected office except the Chair may be filled by the BOD at its next scheduled meeting, or at a special meeting called for that purpose for the unexpired portion of that term, except that a vacancy in the office of the Chair is automatically filled by the Board Vice-Chair and the resulting vacancy in the office of Board Vice-Chair is filled by the BOD.
  4. Officers may be removed from office by a vote of two-thirds (2/3) of the entire BOD.

Article 6: NOMINATING COMMITTEE

  1. Three months prior to the annual meeting, the Executive Committee nominates a NominatingCommittee of three members of the BOD to serve a one-year term. The Nominating Committee must beapproved by a majority of the BOD at the annual meeting. No member of the Executive Committee may serve on the Nominating Committee. The Chair designates the Nominating Committee Chair.
  2. Board of Directors
    1. Annual meeting. The Nominating Committee identifies, recruits, and encourages persons to serve as Director The Nominating Committee is encouraged to recruit candidates with needed skill sets from all counties bordering on Watts Bar Lake. BOD nominees must be approved by a majority of the BOD at the annual meeting.
    2. The Nominating Committee presents nominees to the BOD for election of persons to fill vacancies on the BOD at such times as directed by the Executive Committee or as vacancies occur.
    3. Nominees. A nominee for election to the BOD must be approved by a majority of the NominatingCommittee before the Nominating Committee submits to the BOD the name of such person as anominee.
  3. The Nominating Committee identifies, recruits, and encourages members of the BOD to serve as officers of the BOD. Only properly nominated and elected members of the BOD are eligible to serve as an officer. A nominee for election to an office must be approved by a majority of the Nominating Committee before the Nominating Committee submits to the BOD such person as a nominee. Nominees for office must be approved by a majority of the BOD at the annual meeting.

Article 7: AD HOC COMMITTEES

  1. Technical Advisory Committee (TAC)
  2. The committee’s responsibilities are listed below:
  • understanding the current lake environment
  • using all control tools available to recommend management options focused on an ecologically appropriate solution
  • presenting recommendations for treatment and control options to the BOD for implementation.
  1. The Vice Chair of Science and Technology (VCST) is the chair is the Technical Advisory Committee (TAC) The VCST is responsible for selecting TAC committee members and coordinating activities between the TAC, the BOD and the Council’s membership.
  2. The TAC is comprised of experts in the areas of aquatic ecology, limnology, fishery biology, management and control of noxious weeds, and management and control of other invasive species (e.g., silver carp), and/or any other related expertise. The TAG will annually review the progress made by the Council during the past year. They will not only evaluate and report on progress, but they will adjust the plan annually based on changes to the Lake ecosystem and any “state of the art” control tools that become available.
  3. Other committees. Other ad hoc committees and their responsibilities are determined as needed and selected by the Executive Committee.

Article 8: AD HOC COMMITTEES

 

  1. Calendar. The fiscal year of the Council is the calendar year.
  2. Amendments. These bylaws may be amended, repealed, or altered, in whole or in part by a vote of a majority of the entire BOD. Such action must be announced in the call or notice of any meeting at which it is intended that these bylaws be amended, repealed, or altered.
  3. Liability of Officers and Directors. The Officers and Directors of the Council shall not be liable to the members of the council for any mistake of judgement, negligence, or otherwise, except for their own individual willful misconduct or bad faith. The Officers and Directors of the Council shall not have personal liability with respect to any contractor or other commitments made by them in good faith, on behalf of the council.

Article 8: DISSOLUTION

The Council may be dissolved at any time by recommendation and approval of 2/3 of the entire Board of Directors. In the event of the dissolution of the Council, whether voluntary or involuntary or by operation of law, none of the assets of the Council may be distributed to any member, but after payment of all lawful debts of the Council, its property and assets shall be distributed so as to comply with Section 501 of the Internal Revenue Code of 1954. It is expected that remaining funds will be transferred to the Roane County Commission’s Aquatic Weeds Committee.