Constitution and By-Laws
Wyoming Association of Conservation Districts

As Amended December 2002

Section 1. Name.  
The name of the Association shall be Wyoming Association of Conservation Districts.  The official abbreviation of it’s name shall be WACD.

Section 2.  Purpose.   
The Association is organized for educational and scientific purposes.  The Association shall promote and assist educational and scientific work concerning Conservation District programs in the conservation, maintenance, improvement, and wise use of land, soil, water, trees, vegetation, wildlife, open-space and other renewable natural resources.

Section 3.  Restrictions.   
No part of the net earnings of the Association shall ensure to the benefit of or be distributed to it’s members, Directors, officers, or other private persons except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in the furtherance of the purposes set forth in Section 2. 

Section 4.  Dissolution.    
Upon the dissolution of the Association, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the Association, dispose of all assets of the Association exclusively for the purposes of the Association in such manner, as the Board of Directors shall determine.  Any of such assets not so disposed of shall be disposed of by the appropriate court of the county in which the principal office of the Association is then located, exclusively for such purpose or to such organization of organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

Section 5.  Adoption of By-Laws.
The members of the Association shall adopt, and may from time to time amend, By-Laws for the Association to define it’s organization and procedures. 

Section 6.   Amendments.   
This Constitution may be amended at the annual or any special meeting of the Association by the affirmative vote of two-thirds of the voting delegates of each member District present and voting.  No proposed amendment shall be voted upon at any meeting of the voting delegates unless it shall have been submitted to the Board of Directors and the members of the Association at least thirty days prior to the meeting of the voting delegates at which it is to be voted upon, or unless it has been proposed by the Board of Directors or one of the Association’s standing Committees. 

Section 7.   The Voting Delegates.  
Every Conservation District in the State of Wyoming shall be deemed to be a voting member of this Association.  Each District shall be entitled to one vote on every question put to a vote at any meeting.  Voting delegates shall be elected Supervisors of the District they are representing. 

Section 8.  Membership Dues.  
Each District will pay the Association as annual dues an amount to be determined annually by the Board of Directors; and, in addition thereto, a seating fee of $10.00 annually, for voting privileges.  The Board of Directors shall be guided in determining the amount of the annual dues by the recommendations of the District Operations Committee and the resolutions approved by the voting members at the annual convention. 

Section 9.   Non-Voting Members.  
The non-voting members shall be those persons, firms associations or corporations who shall apply for such membership and shall make the required financial contribution to the Association.  The non-voting members shall be eligible to attend the meetings of the Association and to receive it’s publications. 

Section 10.   Board of Directors: Terms of Office.  
The affairs of the Association shall be managed by a Board of Directors consisting of ten members, two shall be elected from his/her respective areas.  A 1st alternate director shall likewise be elected from each area.  WACD Board meeting, including any special meeting or conference call meeting that may be held, the alternate Directof for that area may serve as a voting Director during the Area Director's absence.  The State of Wyoming shall be divided into five areas by the Board of Directors, and the Board may, after consultation with the affected Districts modify the boundaries of the areas from time to time.  Vacancies shall be filled for the unexpired term by the alternate director who shall become a director.  Each director, and alternate director, will serve two year terms.   Any supervisor shall be eligible for election as a Director.  A Director shall at all times be an elected supervisor. 

Section 11.   Powers and Duties of the Board.  
The Board of Directors shall have the following powers and duties:

1.  It shall determine the policies and procedures of the Association and shall formulate and keep current a written plan of action for the Association, all of which shall be consistent with the purposes stated in the Constitution, the action plan shall be developed by the Districts and implemented by the Board of Directors.

 2.  It shall make provision for the annual meeting of the members of the Association and such meetings of the Board of Directors as it may deem advisable, and shall facilitate area meetings or other special meetings of Association members. 

3.  It shall keep the members of the Association currently informed of the Association’s affairs and activities, and of the programs, accomplishments, and problems of the Districts in Wyoming.

4.  The Board of Directors shall develop and present an annual budget to the membership.  The budget shall be approved by the membership at the annual business meeting.  The Board shall amend the budget as necessary and bring the budget amendments to the annual business meeting for explanation.  The Board shall fix the rate of compensation of employees, authorize payment of necessary expenses, determine matters relating to any publications of the Association’s financial affairs, and arrange for an audit of the Association’s financial affairs by a qualified disinterested person or firm.  An minimum biannual audit or in the vent of an Executive Director change will be conducted, unless otherwise specifically required by law, due to grant funding. 

5.  It may delegate functions or duties to the President, or other officers, or the Executive Director of the Association subject to such conditions as it deems proper.

6.  It shall coordinate activities of Conservation Districts with the Wyoming Board of Agriculture, as deemed necessary. 

Section 12.  The Officers:   Terms of Office.  
The officers of the Association shall be a President, a Vice President, Secretary and Treasurer.  The Secretary and Treasurer shall be appointed.  The Treasurer need not be a member of the Board of Directors, but shall be an elected supervisor.  The nominees shall be from the Board of Directors.  The term of office for the President and Vice President shall be for two years not to exceed two consecutive terms.  The President and Vice President shall be voted on during the annual business meeting by all the voting delegates present.  The Executive Director of the Association shall serve as Secretary or amy appoint a designee, for the Association.  Officers shall assume duties and responsibilities at the conclusion of the Association annual meeting.  

Section 13.   Nomination of Officers.  
A committee consisting of one elected supervisor from each area shall nominate the President and Vice President from the Board of Directors.  The nominating committee members shall be referred to as Councilmen.  The Councilmen shall be elected during area meetings.  Councilmen shall serve two year terms not to exceed two consecutive terms. 

Section 14.   Powers and Duties of Officers.  

1.  The President shall preside at meetings of the Board of Directors and at the annual meeting and all other meetings of the members of the Association, and shall designate a presiding officer at which neither he/she nor the Vice President will be present.  He/She shall be responsible for seeing that the policies of the Association are carried out in accordance with the applicable procedures and requirements.  He/She is authorized to perform the functions customarily performed by the President of an Association or corporation.  He/She is authorized to delegate to one or more officers from time to time the performance of any of his functions or responsibilities, to supervise the performance of such delegated duties, and to revoke any such delegation at any time.  He/She shall perform such further duties as shall be assigned to the President from time to time by the board of Directors or by resolution approved at a meeting of the members of the Association.  The President may delegate to the other Area Director of his area or Alternate Director of his area any or all of his duties, and may revoke any such  delegation at any time.  During such time as any duties as Area Director have been thus delegated by the President, the Alternate Area Director shall serve as a voting member of the Board of Directors, and the President shall waive his voting privileges.

2.  The Vice President, Secretary and Treasurer shall each perform the duties customarily performed by holders of their respective offices, and such other functions as the President or Board of Directors may assign to any of them.  In case of death, resignation, or disability of any Officer, the Board of Directors may declare the office vacant and elect a successor.  The officers of the Association shall assist all committees in the performance of their responsibilities.

3.  The Treasurer or District Operations Chairperson shall deposit all funds that come into his/her possession in a bank selected by the Board of Directors and, in accordance with the approved budget or authorization by the Board or the President, make all disbursements by check therefrom for the necessary expenses of the Association.  Checks shall be signed by the Treasurer or District Operation Chairperson and the Executive Director.  The Treasurer or District Operations Chairperson shall submit to the Board at each annual meeting statements showing the receipts and disbursements of the Association for the preceding year and it’s assets and liabilities.   He/She shall furnish to the Association a bond conditioned upon the faithful performance of his/her duties, in such form and amount as the Board shall prescribe, and the premium for the bond shall be paid out of the funds of the Association. 

Section 15.   Meetings.   

1.  An annual meeting of the Conservation Districts of Wyoming, who are the members of this Association, shall be held for the discussion of common goals, issues, and concerns at a time and place chosen by the Board of  Directors after suitable consultation with the members.  The annual meeting shall rotate between each of the five WACD areas. 

2.  The Board of Directors shall meet during the annual meeting of the members, and shall hold such additional meetings as may be called from time to time by the President, at such time and place as the President may designate with not less than 20 days notice to the Directors.  In cases of an emergency, meetings may be called on shorter notice if this is later approved by a quorum.   Special meetings of the Board shall be called by the President upon the written request of a majority of the Directors at a time and place designated by them. 

3.  The Districts within each of the five designated areas shall hold an annual meeting, with the assistance of the Area Directors, and at a time and place designated by them after consultation with the Districts of the area, for the discussion of common goals, issues, and concerns and for the purpose of making recommendations to the Association.  Each District is allowed one voting delegate and shall send a voting delegate to the meeting of the Directors of it’s area. 

4.  The President and past President, Vice President or member of the Board shall be council member and alternate council member at the annual convention of the National Association of Conservation District.  The WACD Board shall elect a councilman and alternate councilman.  In the event that no such representative is elected, the President of the Association shall  represent Wyoming at such national annual convention as council member, and the Vice President shall serve as alternate council member.  The WACD shall nominate the NACD Board of Director from Wyoming. 

5.  A majority of the members of the Board of Directors shall constitute a quorum at any meeting of the Board.  A majority of the voting delegates shall constitute a quorum at any annual or special meeting of the members of the Association. 

6.  Resolutions may be considered by the voting delegates at the annual meeting only if they have been proposed by:  the Board of Directors, a WACD Committee appointed by the President, or a majority vote of the Districts present at an area meeting, and providing that they have been submitted to the Districts for review 30 days prior to the annual meeting. 

Resolution of an emergency nature which do not meet the 30 day notice requirement may be considered upon recommendation of a resolutions committee (WACD District Operations Committee), and a motion to consider the emergency resolution has been approved by a ¾ majority vote of the voting delegates present at the annual meeting.

Section 16.    Committees.  
The Board of Directors may create by Board action or resolution any necessary committees and define their functions.  Each regular committee member must be a WACD member.  District employees can serve as full committee members on area standing committees, but the committee chairperson must be a supervisor.  District employees can serve in an advisory capacity on state standing committees, however, voting members shall be elected supervisors.

Section 17.    Publications.   
The Association may make provisions for the publication of a newsletter. 

Section 18.   Rules of Order.  
Meetings of the Board of Directors and the Association shall be conducted in accordance with Robert’s Rules of Order Revised unless inconsistent with any policy or special rule adopted by the Association or the Board of Directors.