The name of this non-profit organization shall be the North Carolina Urban Forest Council, hereinafter referred to as the Council.
Section 1. Vision Statement. The Council envisions a day when all North Carolina communities will enjoy a high standard of environmental quality, with healthy, sustained urban forests, cared for by well-informed citizens.
Section 2. Mission Statement. The Mission of the Council is to advocate the sustainability of North Carolinas urban forests through the use of economic, human, and environmental resources.
Section 3. Goals. The Council, in pursuit of its stated mission, aims to meet the following goals:
The Council may affiliate with other organizations and agencies as necessary to facilitate objectives and in pursuit of its mission.
Section 1. Eligibility for Membership. Membership shall be open to any organization, society, association, business, public agency, group, professional or layperson having an interest in urban forestry.
Section 2. Membership Categories. The Council may establish categories of membership and a dues schedule as it deems appropriate.
Section 3. Member Participation. Members appointed to serve on committees, or elected to the Board of Directors will be encouraged to attend all meetings of the Council, when possible, and to participate in pursuing the mission and objectives of the Council.
Section 4. Member Voting Privileges. Each member shall have one (1) vote.
Section 5. Membership dues schedule. Membership in the North Carolina Urban Forest Council shall run from January 1 through December 31.
Section 1. Membership. The governing body of the Council shall be known as the Board of Directors, here after referred to as the Board, and shall be composed of twelve (12) members elected by the general membership and should be a representative sampling of the Councils broad-based civil and professional affiliations to include urban foresters, government employees, citizen advocates, landscape architects, planners, garden club representatives, elected officials, conservationists, utility foresters, educators, arborists, horticulturists, scientists and any and all other interested individuals.
Section 2. Terms. The Board members shall serve terms not to exceed three years. Each member is limited to two consecutive terms.
Section 3. Ex Officio Members. The Chair may appoint ex officio members as necessary to the Board for terms not to exceed one year. Ex officio members may be reappointed by succeeding chairs for an unlimited number of terms.
Section 4. Board of Directors meeting attendance. At the second consecutive regular Board of Directors meeting absence, the board shall vote to dismiss that non-attending board member.
Section 5. Filling Board of Directors vacancies. Replacement shall be elected by the Board from previous nominees to fill remaining unexpired terms.
Section 1. Board of Directors Officers. The Board Officers shall be the Past Chair, Chair, Co-Chair, Secretary and Treasurer. The Board Officers are responsible for development of the contract agreement between the Council and its Board of Directors Coordinator. The Board Officers shall conduct an annual performance review of the Board of Directors Coordinator, and report their review to the Board at their next meeting.
Past Chair, shall serve as an advisor to the Chair to ensure continuity between terms of office and serve as chair for the Nominating Committee.
The Chair, or Vice-Chair in the absence of the Chair, shall preside at all meetings of the Council and Board. The Chair shall vote only in the event of a tie.
The Vice-Chair will assist the Chair in presiding over meetings, insuring proper procedure, and conducting Council business.
The Secretary shall keep minutes of all Board and Council meetings, maintain records of attendance at all meetings and safeguard all documents.
The Treasurer will collect dues and other revenues, disburse funds, and make financial reports as directed by the Board and with the assistance of the Board of Directors Coordinator.
Section 2. Terms of Office. The Chair and Vice-Chair shall serve terms of one year. The Vice-Chair shall accede to the office of the Chair at the expiration of the Chair's term.
Section 3. Election of Board of Directors. Each year the Chair shall appoint a three-member committee from the Board to nominate candidates for election to the Board for three-year terms to begin on January 1st following the election. An election will be held by mail, with a ballot mailed to each Council member prior to the end of the calendar year. Ballots shall be prepared and mailed by the head of the nomination committee.
Section 4. Orientation. New Board members shall receive an orientation as part of the January meeting of the Board.
Section 1. Council Meetings. The Council shall meet at least once each year, preferably in the fall, with special meetings called as necessary by the Board with thirty days written notice to the general membership.
Section 2. Board of Directors Meetings. The Board shall meet at least three times per year; one meeting shall be in conjunction with the annual general membership meeting. The Board may meet more frequently if necessary. A majority of Board Members present at a scheduled meeting shall constitute a quorum. Board members must be present to vote, as there shall be no vote by proxy. Officers shall develop an agenda at least seven (7) days in advance of a Board meeting.
All members of the Council and Board shall serve and participate on a voluntary basis and receive no remuneration for their time. Actual expenses incurred by a Board member while conducting Council business may be reimbursed as approved in advance by the Board and as in accordance to the Council's Spending Policy.
Section 1. Standing Committees. The Standing Committees of the Council shall be:
Standing Committee Chairs shall be appointed by the Board and may be from the Board or general membership, as deemed appropriate by the Chair. However, Chairs for the Nominating, Finance and Grants, and Policy and Procedures Committees must be filled by a representative of Board.
Section 2. Ad Hoc Committees. The Chair, with approval of the Board, may appoint or discontinue ad hoc committees as necessary to achieve the objectives of the Council.
Section 3. Committee Reports/Updates. The Chair of each Standing Committee and any Ad hoc Committee must provide progress reports and updates to the Board at Board meetings or as deemed necessary by the Council Chair.
Section 1. Fiscal Year. The fiscal year of the Council shall be from January 1st to December 31st of each year.
Section 2. Revenue. The revenue of the Council shall be from membership dues, donations, grants and any other revenue approved by the Board.
Section 3. Disbursements. Council fund disbursements shall be made by the Treasurer based upon an annual budget approved by the Board.
The rules contained in Roberts Rules of Order shall govern all Council meetings and all meetings of the Board, whether a regular or special meeting unless specifically stated otherwise in these Bylaws.
These Bylaws may be amended by a two-thirds affirmative vote of a quorum of the Council provided that written notice of the proposed amendment has been mailed to each Council member at least thirty days prior to balloting. Forty percent of the Council membership shall constitute a quorum.