Rich Mountain Conservancy
PO Box 127, Cedar Mountain, NC 28718
A 501(c)(3) charitable organization
History | Mission | Maps | Photo Gallery | Donate | Tax Filings | Bylaws | Contact |
Home
Macon Patton – President
Mike McShane – Vice-president
Johnny Warren – Secretary
Hank Birdsong – Treasurer
Lisa Bankoff – Board Member
Marshall McCallie – Board Member
Chuck McGrady – Board Member
Gus Napier – Board Member
William Scherer – Board Member
Bylaws of the Rich Mountain Conservancy

 

BYLAWS
OF
RICH MOUNTAIN CONSERVANCY


ARTICLE I
Purpose

Rich Mountain Conservancy (the “Corporation”) is organized and operates as a nonprofit corporation under the General Statutes of North Carolina (the “Act”) for charitable purposes, including the preservation of Rich Mountain as a responsibly managed forestland noting (i) the significance of Rich Mountain as the headwaters of the Little River Watershed, (ii) the unique flora and fauna indigenous to the area and (iii) the value to Transylvania County in North Carolina to preserve scenic vistas afforded by protected national reserves, and to engage in any lawful activity.


ARTICLE II
Offices

The Corporation shall have and continuously maintain in the State of North Carolina, a registered office and a registered agent, which agency may be either an individual resident in the State of North Carolina whose business office is iden¬tical with such registered office, or a domestic corporation for profit or a foreign corporation for profit authorized to conduct affairs in the State of North Carolina that is authorized by its articles of incorporation to act as such agent having a business office identical with such registered office, and may have other offices within or without the State of North Carolina as the board of trustees may from time to time determine.


ARTICLE III
Board of Trustees

Section 1: General Powers. The affairs of the Corporation shall be managed by its board of trustees.

Section 2: Number, Tenure and Qualification. The number of trustees shall be at least five (5) and not more than sixteen (16). Each trustee shall hold office until the next annual meeting of the board of trustees and until his or her successor shall have been elected by the affirmative vote of a majority of the trustees then entitled to vote, and qualified. Trustees need not be residents of the State of North Carolina.

Section 3: Regular Meetings. Regular meetings of the board of trustees shall be held without other notice than this bylaw at least quarterly. The board of trustees may provide by resolution the time and place, either within or without the State of North Carolina, for the holding of additional regu¬lar meetings of the board without other notice than such resolution.

Section 4: Special Meetings. Special meetings of the board of trustees may be called by or at the request of the president or any trustee. The person or per¬sons authorized to call special meetings of the board may fix any place, either within or without the State of North Carolina, as the place for holding any special meet¬ing of the board called by them.

Section 5: Notice. Notice of any special meeting of the board of trustees shall be given at least two days previously thereto by written notice delivered per¬sonally or sent by mail, overnight courier service, telecopy, or telegram to each trustee at his or her address as shown by the records of the Corporation. If mailed first class or registered mail, such notice shall be deemed to be delivered three business days after being deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by telegram, over¬night courier service or telecopy, such notice shall be deemed to be delivered the following business day. Any trustee may waive notice of any meeting. The atten¬dance of a trustee at any meeting shall constitute a waiver of notice of such meet¬ing, except when a trustee attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these bylaws, except that no special meeting of trustees may remove a trustee, unless written notice of the proposed removal is delivered to all trustees at least twenty days prior to such meeting.

Section 6: Quorum. A majority of the trustees then in office shall consti¬tute a quorum for the transaction of business at any meeting of the board, pro¬vided, that if less than a majority of the trustees are present at said meeting, a majority of the trustees present may adjourn the meeting from time to time with¬out further notice.

Section 7: Manner of Acting. The act of a majority of the trustees present at a meeting at which a quorum is present shall be the act of the board of trustees, except where otherwise provided by law or by the articles of incorporation or by these bylaws. Trustees or non-trustee committee members may participate in and act at any board of trustees or committee meeting through the use of a con¬ference telephone or other communications equipment by means of which all per¬sons participating in the meeting can communicate with one another. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.

Section 8: Vacancies. Any vacancy occurring in the board of trustees, or any trusteeship to be filled by reason of an increase in the number of trustees, shall be filled by the board of trustees. A trustee elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.

Section 9: Informal Action by Trustees. Any action required to be taken at a meeting of the trustees of the Corporation, or any other action which may be taken at a meeting of trustees or a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the trustees and all the non-trustee committee members entitled to vote with respect to the subject matter thereof, or by all the members of such commit¬tee, as the case may be.

Section 10: Removal. A trustee may be removed, with or without cause, at any time, by the affirmative vote of three-fourths (3/4ths) of the other trustees, provided, however, the initial trustees named in the articles of incorporation may be removed only for cause and by the affirmative vote of all other trustees.

Section 11: Committees.

(a) The board of trustees by a vote of a majority of the trustees may create one or more committees and appoint trustees or such other persons as the board designates, to serve on the committee or committees. Each committee shall have two or more trustees, a majority of its membership shall be trustees, and all committee members shall serve at the pleasure of the board.

(b) Unless the appointment by the board of trustees requires a greater number, a majority of any committee shall constitute a quorum, and a majority of committee members present and voting at a meeting at which a quorum is present is necessary for committee action. A committee may act by unanimous consent in writing without a meeting and, subject to action by the board of trustees, the committee by majority vote of its members shall determine the time and place of meetings and the notice required therefor.

(c) To the extent specified by the board of trustees, each committee may exercise the authority of the board of trustees under the Act; provided, however, a committee may not exercise the authority of the board of trustees in connection with:

(1) Adopt a plan for the distribution of the assets of the Corpora¬tion, or for dissolution;

(2) Fill vacancies on the board or on any of its committees;

(3) Elect, appoint or remove any officer or trustee or member of any committee, or fix the compensation of any member of a committee;

(4) Adopt, amend, or repeal the bylaws or the articles or incorpora¬tion;

(5) Adopt a plan of merger or adopt a plan of consolidation with another corporation, or authorize the sale, lease, exchange or mortgage of all or substantially all of the property or assets of the Corporation; or

(6) Amend, alter, repeal or take inconsistent with any resolution or action of the board of trustees when the resolution or action of the board of trustees provides by its terms that it shall not be amended, altered or repealed by action of a committee.


ARTICLE IV
Board of Advisors

Section 1. Powers. The board of trustees may appoint from time to time any number of persons as advisors of the Corporation to act either sin¬gularly or as a committee or committees. Each advisor shall hold office during the pleasure of the board of trustees, and only shall have the authority or obligations as the board of trustees may from time to time determine. Investment managers, accountants, attorneys, and plan administrators are not “advisors” pursuant to this Article.

Section 2. No Compensation. No advisor of the Corporation shall receive, directly or indirectly, any salary or compensation for any service rendered to the nonprofit corporation except that the board of trustees may authorize reimbursement of expenditures reasonably incurred on behalf of activi¬ties for the benefit of the Corporation.


ARTICLE V
Officers

Section 1: Officers. The officers of the Corporation shall be a president, a secretary and a treasurer and such other officers as may be elected in accordance with the provisions of this Article V. The board of trustees may elect or appoint such other officers, including one or more vice presidents and assistant secretaries and one or more assistant treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the board of trustees. Any two or more offices may be held by the same person.

Section 2: Election and Term of Office. The officers of the Corporation shall be elected annually by the board of trustees at the regular annual meeting of the board of trustees. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Vacancies may be filled or new offices created and filled at any meeting of the board of trustees. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified.

Section 3: Removal. Any officer or agent elected or appointed by the board of trustees may be removed by the board of trustees with or without cause, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4: Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the board of trustees for the unexpired portion of the term.

Section 5: Chairperson of the Board: President. The president shall be the principal executive officer of the Corporation and shall in general supervise and control all of the business and affairs of the Corporation. The president shall pre¬side at all meetings of the board of trustees, as chairperson of the board. He or she may sign, with any vice president, the secretary or trea¬surer or any other proper officer of the Corporation authorized by the board of trustees, any deeds, mortgages, bonds, contracts, or other instruments which the board of trustees authorizes to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the board of trustees or by these bylaws or by statute to some other officer or agent of the Corporation; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the board of trustees from time to time.

Section 6: Vice Presidents. In the absence of the president or in the event of his or her inability or refusal to act, the vice presidents, in the order of their seniority, shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice presidents shall perform such other duties as from time to time may be assigned to them by the president or by the board of trustees.

Section 7: Treasurer. If required by the board of trustees, the treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the board of trustees shall determine. The treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Cor¬poration from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected by the board of trustees; and in general perform all the duties incident to the offices of treasurer and such other duties as from time to time may be assigned to him or her by the president or by the board of trustees.

Section 8: Secretary. The secretary shall keep minutes of the meetings of the board of trustees in one or more books provided for that pur¬pose; see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records and of the seal of the Corporation; and in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the president or by the board of trustees.

Section 9: Assistant Treasurers and Assistant Secretaries. If required by the board of trustees, the assistant treasurers shall give bonds for the faithful dis¬charge of their duties in such sums and with such sureties as the board of trustees shall determine. The assistant treasurers and assistant secretaries, in general, shall perform such duties as shall be assigned to them by the treasurer or the secretary, as applicable, or by the president or the board of trustees.


ARTICLE VI
Trustee Conflict of Interest

Section l: If a transaction is fair to the Corporation at the time it is autho¬rized, approved or ratified, the fact that a trustee of the Corporation is directly or indirectly a party to the transaction is not grounds for invalidating the transaction.

Section 2: In a proceeding contesting the validity of a transaction described in Section 1, the person asserting validity has the burden of proving fairness unless the material facts of the transaction and the trustee’s interest or rela¬tionship were disclosed or known to the board of trustees or committee consist¬ing entirely of trustees and the board or committee authorized, approved or ratified the transaction by the affirmative votes of a majority of disinterested trustees, even though the disinterested trustees be less than a quorum.

Section 3: The presence of the trustee, who is directly or indirectly a party to the transaction described in Section l, or a trustee who is otherwise not disin¬terested, may be counted in determining whether a quorum is present but may not be counted when the board of trustees or a committee of the board takes action on the transaction.

Section 4: For purposes of this Article, a trustee is “indirectly” a party to a transaction if the other party to the transaction is an entity in which the trustee has a material financial interest or of which the trustee is an officer, trustee or general partner.


ARTICLE VII
Indemnification of Trustees and Officers

(a) The Corporation shall indemnify each trustee and each officer who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a trustee or officer of the Corporation, or who is or was serving at the request of the Corporation as a trustee or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reason¬ably incurred by such person in connection with such action, suit or pro¬ceeding if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Cor¬poration, and, with respect to any criminal action or proceeding, had no rea¬sonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

(b) The Corporation shall indemnify each trustee and each officer who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a trustee or officer of the Corporation, or is or was serving at the request of the Corporation as a trustee or officer of another corporation, partnership, joint venture, trust or other enterprise against expenses (includ¬ing attorneys’ fees) actually and reasonably incurred by such person in con¬nection with the defense or settlement of such action or suit if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite that adjudication of liability but in view of all the circumstances of the case, such trustee or officer is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

(c) The Corporation shall indemnify each trustee and officer who is held to be a fiduciary under any employee pension, profit sharing or wel¬fare plan or trust of the Corporation or any of its divisions and who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was such a fiduciary and was serving as such at the request of the Corporation, against expenses (includ¬ing attorneys’ fees), judgments, fines and amounts paid in settlement actu¬ally and reasonably incurred by such person in connection with such action, suit or proceeding for any breach of any of the responsibilities, obligations or duties imposed upon fiduciaries by the Employee Retirement Income Security Act of 1974 and any amendments thereto, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of such plan or trust, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of such plan or trust, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. The provisions of all the fol¬lowing paragraphs of this Article relating to trustees, officers, employees or agents shall apply also to trustees, officers, employees or agents held to be fiduciaries under this paragraph (c), specifically including the power of the Corporation (under paragraph (h)) to purchase and maintain insurance on behalf of such fiduciaries.

(d) To the extent that a person who is or was a trustee, officer, employee or agent of the Corporation, or of any other corporation, partner¬ship, joint venture, trust or other enterprise with which such person is or was serving in such capacity at the request of the Corporation, has been successful on the merits or otherwise in defense of any action, suit or pro¬ceeding referred to in paragraphs (a), (b) and (c) of this Article, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

(e) Any indemnification under paragraphs (a), (b) and (c) of this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the trustee or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in paragraphs (a), (b) or (c). Such determination shall be made: (1) by the board of trustees by a majority vote of a quorum consisting of trustees who were not parties to such action, suit or proceeding; or (2) if such a quorum is not obtainable, or, even if obtainable but a quorum of disinterested trustees so directs, by independent legal counsel in a written opinion.

(f) Expenses incurred in defending a civil or criminal action, suit or proceeding shall be paid by the Corporation in advance of the final dispo¬sition of such action, suit or proceedings, upon receipt of an undertaking by or on behalf of the trustee, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the Corporation as authorized in this Article.

(g) The indemnification provided by this Article shall not be deemed exclusive of any other rights to which a trustee or officer seeking indemnification may be entitled under any statute, provision in the Corpora¬tion’s articles of incorporation, bylaws, agreement, vote of trustees or disin¬terested trustees or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a trustee or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

(h) The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a trustee, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a trustee, officer, employee or agent of another corpora¬tion, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capac¬ity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article.

(i) For purposes of this Article, references to “the Corporation” shall include, in addition to the surviving corporation, any merging corpora¬tion (including any corporation having merged with a merging corporation) absorbed in a merger which, if its separate existence had continued, would have had power and authority to indemnify its trustees, officers, and employees or agents, so that any person who is or was a trustee, officer, employee or agent of such merging corporation or is or was serving at the request of such merging corporation as a trustee, officer, employee or agent of another corporation, partnership, joint venture, trust or other enter¬prise, shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

(j) For purposes of this Article, references to “other enterprises” shall include employee benefit plans; reference to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan: and references to “serving at the request of the Corporation” shall include any service as a trustee, officer, employee or agent of the Corporation which imposes duties on or involves services by such trustee, officer, employee or agent with respect to an employee benefit plan, its participants, or beneficiaries. A person who acted in good faith and in a manner he or she reasonably believed to be in the best interests of the participants and benefi¬ciaries of an employee benefit plan shall be deemed to have acted in a man¬ner “not opposed to the best interests of the Corporation” as referred to in this Article.

(k) The invalidity or unenforceability of any provision in this Arti¬cle shall not affect the validity or enforceability of the remaining provisions of this Article.


ARTICLE VIII
Contracts, Checks, Deposits & Funds

Section 1: Contracts. The board of trustees may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so autho¬rized by these bylaws, to enter into any contract or execute and deliver any instru¬ment in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 2: Checks, Draft, Etc. All checks, drafts or other orders for the pay¬ment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Cor¬poration and in such manner, as shall from time to time be determined by resolu¬tion of the board of trustees. In the absence of such determination by the board of trustees, such instruments shall be signed by the treasurer or an assistant trea¬surer and countersigned by the president or a vice president of the Corporation.

Section 3: Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the board of trustees may select.

Section 4: Gifts. The board of trustees or the president may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation.


ARTICLE IX
Books and Records

The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its board of trustees. All books and records of the Corporation may be inspected by any trustee or his or her agent or attorney for any proper purpose at any reasonable time.


ARTICLE X
Fiscal Year

The fiscal year of the Corporation shall end on the last day of December in each year.


ARTICLE XI
Seal

The board of trustees may provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation.


ARTICLE XII
Waiver of Notice

Whenever any notice whatever is required to be given under the provisions of the Act or under the provisions of the articles of incorporation or by the bylaws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.


ARTICLE XIII
Amendments to Bylaws

These bylaws may be altered, amended or repealed and new bylaws may be adopted by a majority of the trustees present at any regular meeting or at any special meeting, provided that at least two days’ written notice is given of intention to alter, amend or repeal or to adopt new bylaws at such meeting.