BYLAWS
OF
The name of the
Corporation is the MISSOURI RIVER BASIN ASSOCIATION. The principal office of the
Association shall, be located in the State of
The Association shall have and continuously
maintain in the State of
ARTICLE II
The Association shall have no members.
ARTICLE
BOARD OF DIRECTORS
Section 1.
General Powers. The
business and affairs of the Association shall be managed under the direction of a Board of
Directors. Directors need not be residents of
the State of
Section 2.
Composition of the Board of Directors.
The Board of Directors shall be composed of one person appointed by the
Governor of each of the following states:
Section 3.
Alternates. The Governor
of each member state may designate, and the Missouri River Basin Tribes may collectively
designate, an Alternate Board of Directors member. Such
Alternates shall not have the power to vote unless the Alternate’s vote is made on
behalf of, and in the absence of, the designated Board of Directors member.
Section 4.
Federal Agencies Advisory Position.
Federal agencies may apply to sit in an advisory position as ex officio
members of the Board of Directors. The Board of Directors may identify federal agencies
that will be entitled to appoint an ex officio advisory member to the Association’s
Board of Directors. A two-thirds majority of
the voting Board members is required in order to approve a federal agency slot on the
Board. Federal members will not be entitled to
vote on any matter before the Board of Directors.
Section 5.
Number, Tenure, and Qualification.
Each Director and Alternate shall be a senior water resources official. Each Director and Alternate shall serve at the
pleasure of the appointing Governor or tribal organization and shall hold office until his
or her successor shall have been appointed. Each
Director and Alternate may be removed by the Governor or by the tribal organization which
he or she represents at any time.
Section 6.
Annual and Regular Meetings. Annual
meetings of the Board of Directors shall be held in the fall of each year, for the purpose
of electing officers and for the transaction of such other business as may come before the
meeting. Additional regular meetings may be
fixed by resolution of the Board of Directors.
Section 7.
Special Meetings. Special
meetings of the Board of Directors may be called by or at the request of the President or
any three Directors. The person or persons
authorized to call special meetings of the Board may fix any place, either within or
without the State of
Section 8.
Notice. Notice stating
the date, place and hour of any annual or regular meeting of the Board of Directors shall
be given at least thirty (30) days previously thereto by written notice delivered
personally or sent by mail, telegram, or electronically transmitted facsimile (“fax”)
to each Director at the address, or to the fax number, shown by the records of the
Association. Special meeting notices shall be
delivered at least ten (10) days in advance of the meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the
Section 9.
Quorum. The presence of a majority of the Directors who have voting
status shall constitute a quorum for the transaction of business at any meeting of the
Board of Directors.
Section 10.
Dues and Voting Status. Subject
to the requirements of this Section, each member state shall be entitled to one position
and one vote on the Association’s Board, and the Missouri River Basin Tribes shall
collectively be entitled to one position and one vote on the Association’s Board. In order to maintain voting status on the Board, any
state, and the Missouri River Basin Tribes, listed in Section 2 above, must pay annual
dues as assessed by the Board pursuant to Article
Section 11.
Manner of Acting. Any
action receiving the affirmative vote of a majority of the Directors who have voting
status shall be the action of the Board of Directors unless a greater number of votes is
required by law or by these Bylaws.
Section 13. Vacancies.
Any vacancy occurring in the Board of Directors because of death,
resignation, removal or disqualification or for any other cause, shall be filled by the
Tribes or appropriate Governor subject to the provisions of Sections 2 through 5 of this
Article
Section 14.
Informal Action by Directors. Any
action required by law to be taken at a meeting of Directors, or any action which may be
taken at a meeting of Directors, may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by all of the Directors.
Section 15.
Telephonic Meetings. Members
of the Board of Directors, any committee designated by the Board of Directors, Alternates,
or federal advisors may participate in a meeting of the Board of Directors or committee by
means of conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a meeting
pursuant to this subsection shall constitute presence in person at such meeting.
ARTICLE IV
OFFICERS
Section 1.
Officers. The officers of
the Association shall be a President, a Vice President, a Treasurer and a Secretary. The individuals elected to serve as President, Vice
President, Secretary and Treasurer must be Directors of the Association. The Board of Directors may elect or appoint such
other officers as it shall deem desirable, and such officers shall have the authority and
perform the duties prescribed from time to time by the Board of Directors. Any two or more offices may be held by the same
person, except the offices of President and Secretary and except the offices of President
and Vice President.
Section 2.
Election and Term of Office. The
officers of the Association shall be elected at each annual meeting of the Board of
Directors for the upcoming calendar year. If
the election of officers shall not be held at such meeting, it shall be held as soon
thereafter as may be convenient. New offices
may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his or her
successor shall have been duly elected and shall have qualified.
Section 3.
Removal. Any officer
elected or appointed by the Board of Directors may be removed by the Board of Directors
whenever in its judgment the best interest of the Association would be served thereby, but
such removal shall be without prejudice to the contract rights, if any, of the officer so
removed.
Section 4.
Vacancies. A vacancy in
any office because of death, resignation, removal or disqualification or for any other
cause may be filled by the Board of Directors for the un-expired portion of the term.
Section 5.
President. The President
shall be the principal executive officer of the Association and shall in general supervise
and control all of the business and affairs of the Association. He or she shall preside at all meetings of the Board
of Directors. He or she may sign, with the
Secretary or any proper officer of the Association authorized by the Board of Directors,
any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors
has authorized to be executed, except in cases where the signing and execution thereof
shall be expressly delegated by the Board of Directors or by these bylaws or by statute to
some other officer or agent of the Association; and in general he or she shall perform all
duties incident to the office of President and such other duties as may be prescribed by
the Board of Directors from time to time.
Section 6.
Vice President. In the
absence of the President or in the event of the President’s inability or refusal to
act, the Vice President shall perform the duties and possess and exercise the powers of
the President, and perform such other duties as from time to time may be assigned by the
President or by the Board of Directors.
Section 7.
Treasurer. If required by
the Board of Directors, 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 Directors shall
determine. He or she shall have charge and
custody of and be responsible for all funds and securities of the Association; receive and
give receipts for moneys due and payable to the Association from any source whatsoever,
and deposit all such moneys in the name of the Association in the banks, trust companies
or other depositories as shall be selected in accordance with the provisions of Article
Section 8.
Secretary. The Secretary
shall cause the minutes of the meetings of the Board of Directors to be kept in one or
more books provided for that purpose; 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 Association and see that the seal of the Association is
affixed to all documents, which on behalf of the Association under its seal is duly
authorized in accordance with the provisions of these Bylaws; and in general perform all
duties incident to the office of Secretary and such other duties as from time to time may
be assigned by the President or by the Board of Directors. The Secretary will also serve
as the Assistant Treasurer, and in the absence of the Treasurer or in the event of the
Treasurer’s inability or refusal to act, the Secretary shall perform the duties and
possess and exercise the powers of the Treasurer, and perform such other duties as from
time to time may be assigned by the President or the Board of Directors.
ARTICLE V
Section 1.
Election. At each annual
meeting, the Board of Directors shall designate an Executive Committee, which shall
consist of the officers of the Association as determined under Article IV. The designation of such committee and the delegation
thereto of authority shall not operate to relieve the Board of Directors, or any member
thereof, of any responsibility imposed by law.
Section 2.
Authority. The Executive
Committee shall be responsible for the regular administration and management of the
Association when the Board of Directors is not in session. The
Executive Committee shall have and may exercise all of the authority of the Board of
Directors granted to the Executive Committee by the Board of Directors. In addition, the Executive Committee shall not have
the authority of the Board of Directors with respect to amending the Articles of
Incorporation or the Bylaws of the Association, or with respect to filling vacancies on
the Board of Directors or officers of the Association.
Section 3.
Tenure and Qualifications. Each
member of the Executive Committee shall hold office as long as he or she is an officer of
the Association.
Section 4.
Meetings. Regular
meetings of the Executive Committee may be held without notice at such times and places as
the Executive Committee may fix from time to time by resolution. Special meetings of the Executive Committee may be
called by any member thereof upon following meeting notice requirements as established by
the Executive Committee. Such notice
requirements shall provide advance notice concerning the place, date and hour of the
meeting to all members of the Executive Committee. Any
member of the Executive Committee may waive notice of any meeting, and no notice of any
meeting need be given to any member of the Executive Committee who attends in person or by
telephone. The notice of a meeting of the
Executive Committee need not state the business proposed to be transacted at the meeting.
Section 5 Quorum. A majority of the members of the Executive
Committee shall constitute a quorum for the transaction of business at any meeting
thereof, and an action of the Executive Committee must be authorized by the affirmative
vote of a majority of the members present at a meeting at which a quorum is present.
Section 6.
Action Without a Meeting. Any
action required or permitted to be taken by the Executive Committee at a meeting may be
taken without a meeting if all of the members of the Executive Committee sign a consent in
writing, setting forth the action so taken.
Section 7.
Procedure. The President
shall serve as presiding officer and the Executive Committee may fix its own rules of
procedure which shall not be inconsistent with these Bylaws. It shall keep regular minutes of its proceedings and
report the same to the Board of Directors for its information at the next meeting of the
Board of Directors held after the proceedings have been taken.
COMMITTEES
Section 1. Committees of Directors. The Board of Directors by resolution, or the
President of the Association, may designate and appoint one or more committees, each of
which shall consist of two or more Directors. No
such committee shall have the authority of the Board of Directors in reference to
amending, altering or repealing the Bylaws; electing, appointing or removing any member of
any such committee or any Director or officer of the Association; amending the Articles of
Incorporation; adopting a plan of merger or adopting a plan of consolidation with another
corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all
of the property and assets of the Association; authorizing the voluntary dissolution of
the Association or revoking proceedings therefore; adopting a plan for the distribution of
the assets of the Association; or amending, altering or repealing any resolution of the
Board of Directors which by its terms provides that it shall not be amended, altered or
repealed by such committee. The designation
and appointment of any such committee and the delegation thereto of authority shall not
operate to relieve the Board of Directors, or any individual Director, of any
responsibility imposed upon it or him or her by law.
Section 2.
Other Committees. Other
committees not having and exercising the authority of the Board of Directors in the
management of the Association may be designated by a resolution. A majority of the members of each such committee
shall be Directors of the Association, and, except as otherwise provided in such
resolution, the President of the Association shall appoint the members thereof. Any such committee member may be removed by the
person or persons authorized to appoint such member whenever in their judgment the best
interests of the Association shall be served by such removal.
Section 3.
Term of Office. Each
member of a committee shall continue as such until the next annual meeting of the
Association and until his successor is appointed, unless the committee shall be sooner
terminated, or unless such member be removed from such committee, or unless such member
shall cease to qualify as a member thereof.
Section 4.
Chairman. The chairman of
each such committee shall be a Director and shall be appointed chairman by the President
of the Association.
Section 5.
Vacancies. Vacancies in
the membership of any committee may be filled by appointments made in the same manner as
provided in the case of the original appointments.
Section 6.
Quorum. Unless otherwise
provided in the resolution of the Board of Directors designating a committee, a majority
of the whole committee shall constitute a quorum and the act of a majority of the members
present at a meeting at which a quorum is present shall be the act of the committee.
Section 7.
Rules and Minutes. Each
committee may adopt rules for its own government not inconsistent with these bylaws or
with rules adopted by the Board of Directors. Each
committee shall keep minutes of its meetings and shall forward such minutes to the
Secretary of the Association for filing in the minute books.
Section 1.
Assessments. The Board of
Directors may assess the Missouri River Basin Tribes collectively, and each state listed
in Article
Section 2.
Contracts. The Board of
Directors may authorize any officer or officers, agent or agents of the Association, in
addition to the officers so authorized by these Bylaws, to enter into any contract or
execute and deliver any instrument in the name of and on behalf of the Association, and
such authority may be general or confined to specific instances.
Section 3.
Checks, Drafts, etc. All
checks, drafts, orders for the payment of money, notes or other evidences of indebtedness
issued in the name of the Association shall be signed by such officer or officers, agent
or agents of the Association and in such manner as shall from time to time be determined
by resolution of the Board of Directors. In
the absence of such determination by the Board of Directors, such instruments shall be
signed by the Treasurer or an Assistant Treasurer.
Section 4.
Deposits. All funds of
the Association shall be deposited from time to time to the credit of the Association in
such banks, trust companies or other depositories as the Board of Directors may select.
Section 5.
Gifts. The Board of
Directors may accept on behalf of the Association any contribution, gift, bequest or
devise for the general purposes or for any special purpose of the Association.
Section 6.
Loans. No loans shall be
contracted on behalf of the Association and no evidences of indebtedness shall be issued
in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to
specific instances.
Section 7.
Proxies with Respect to Securities of Other Corporations. Unless otherwise provided by resolution adopted by
the Board of Directors, the President or a Vice President may from time to time appoint an
attorney or attorneys, or an agent or agents, to exercise in the name and on behalf of the
Association the powers and rights which the Association may have as the holder of stock or
other securities in any other corporation to vote or to consent with respect to such stock
or other securities; and the President or any Vice President may instruct the person or
persons so appointed as to the manner of exercising such powers and rights and the
President or any Vice President may execute or cause to be executed in the name and on
behalf of the Association and under its corporate seal, or otherwise, all such written
proxies, powers of attorney or other written instruments as he or she may deem necessary
in order that the Association may exercise such powers and rights.
The Association shall keep correct and
complete books and records of account and shall also keep minutes of the proceedings of
its Board of Directors and committees having any of the authority of the Board of
Directors, and shall keep at the registered or principal office a record giving the names
and addresses of the Directors. All books and
records of the Association may be inspected by any Director, or his or her agent or
attorney, and by the general public, for any proper purpose at any reasonable time. The books of account shall be audited annually as
of the end of its fiscal year by independent certified public accountants retained by the
Association at its expense. A copy of such
audit report shall be furnished to all members of the Board of Directors not later than
120 days after the close of the preceding fiscal year.
The fiscal year of the Association shall be
July 1 to June 30.
The financial operation of the Association
shall be conducted in accordance with a budget to be submitted by the President to the
Board of Directors for their approval.
Section 1.
Indemnification of Officers, Directors, Employees and Agents Against
Damages for Actions Other Than Actions by or in the Right of the Association. The Association shall indemnify any person 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 Association, by reason of the fact that he
or she is or was a Director, officer, employee or agent of the Association, partnership,
joint venture, trust or other enterprise, against expenses, including attorneys’
fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by
him or her in connection with such action, suit or proceeding if he or she 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 Association, 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 a 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
Association, and, with respect to any criminal action or proceeding, had reasonable cause
to believe that his or her conduct was unlawful.
Section 2.
Indemnification of Officers, Directors, Employees and Agents for Actions
by or in the Right of the Association. The Association shall indemnify any person 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 Association to procure a judgment in
its favor by reason of the fact that he or she is or was a Director, officer, employee or
agent of the Association, or is or was serving at the request of the Association as a
Director, officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses, including attorneys’ fees, actually and
reasonably incurred by him or her in connection with the defense or settlement of such
action or suit if he or she 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 Association, 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 his or her
duty to the Association unless and only to the extent that the court in which such action
or suit was brought shall determine upon application that despite the adjudication of
liability but in view of all circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which such court shall deem proper.
Section 3.
Indemnification Against Expenses and Attorneys’ Fees. To the extent that a Director, officer, employee or
agent of a corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections 1 and 2 of this Article XI, or in
defense of any claim, issue or matter therein, he or she shall be indemnified against
expenses, including attorneys’ fees, actually and reasonably incurred by him or her
in connection therewith.
Section 4.
Determination of Right to Indemnification. Any indemnification under Sections 1 and 2 of this
Article XI, unless ordered by a court, shall be made by the Association only as authorized
in the specific case upon a determination that indemnification of the Director, officer,
employee or agent is proper in the circumstances because he or she has met the applicable
standard of conduct set forth in Sections 1 and 2 of this Article XI. Such determination shall be made by the Board of
Directors by a majority vote of a quorum consisting of Directors who were not parties to
such action, suit or proceeding, or if such quorum is not obtainable, or, even if
obtainable a quorum of disinterested Directors so directs, by independent legal counsel in
a written opinion.
Section 5. Indemnification Against
Expenses and Attorneys’ Fees Prior to Final Disposition of an Action. Expenses incurred in defending a civil or criminal
action, suit, or proceeding may be paid by the Association in advance of the final
disposition of such action, suit or proceeding as authorized in the manner provided in
Section 4 of this Article XI upon receipt of an undertaking by or on behalf of the
Director, 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 Association as authorized
in this Article XI.
Section 6.
Indemnification Provided by This Article Not Exclusive. The indemnification provided by this Article XI
shall not be deemed exclusive of any other rights to which those indemnified may be
entitled under any agreement, vote of disinterested Directors 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 Director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
Section 7.
Power of Association to Maintain Insurance on Behalf of Directors,
Officers, Employees and Agents. The Association shall have power to purchase and
maintain insurance on behalf of any person who is or was a Director, officer, employee or
agent of the Association, against any liability asserted against him or her and incurred
by him or her in any such capacity or arising out of his status as such, whether or not
the Association would have the power to indemnify him or her against such liability under
the provisions of this Article XI.
ARTICLE XII
The Association may employ or retain a
qualified Executive Director and such other staff or contractors as shall be appropriate
to carry out the purposes of the Association. Such
individuals may not be voting members of the Board of Directors or any other policy-making
body of the Board of Directors may adopt written staff or contractor responsibilities for
the Association. The Board of Directors shall
annually review the performance of all staff and contractors. The Association shall create, organize, train,
supervise and utilize the services of volunteers to carry out its purposes whenever
possible.
ARTICLE XIII
Whenever any notice is required to be given
under the provisions of the Nebraska Nonprofit Corporation Act or under the provisions of
the Articles of Incorporation or the Bylaws of the Association, 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 XIV
The Board of Directors may provide a
corporate seal which shall be circular in form and shall have inscribed thereon the name
of the Association, the state of incorporation and the words “Corporate Seal.”
AMENDMENTS
These Bylaws may be altered, amended or
repealed at any annual meeting of the Board of Directors, without notice, or at any
meeting of the Board of Directors if the notice of such meeting contained a statement of
the substance of the proposed amendment.
THIS IS TO CERTIFY that the foregoing are
the Bylaws of MISSOURI RIVER BASIN ASSOCIATION, which were adopted by the Board of
Directors by action taken at the organizational meeting held
David A. Sprynczynatyk,
President
Brenda Schilf, Secretary
Karen Barclay Fagg, Treasurer
Signed this 12th
Day of January, 1993