ARTICLE 1:     NAME, MISSION, PURPOSE AND ACTIVITIES
The name of this organization shall be the Bad River Watershed Association.
The mission of the Bad River Watershed Association is to promote the healthy interconnection between the human and natural communities of the watershed by involving all citizens in maintaining the integrity of watershed systems for future generations.
This organizations exists exclusively for charitable and educational purposes as described in Sec 501(c)(3) of the US Internal Revenue Code, and also
Establish a knowledge base to develop a deeper understanding of the watershed.
Provide relevant information to promote responsible and effective decision-making on issues affecting the watershed.
Facilitate community-wide programs, projects, and forums for education and coordination purposes.
The Association will engage in activities permitted by Sec 501 (c)(3) of the IRS Code that serve the purposes stated above, including data gathering and sharing, education, coordinating and partnering with other groups, fundraising and grant writing, watershed planning and management, and community-building among citizens of all ages.

ARTICLE II:     LOCATION
The principle office of the corporation will be at 310 Stuntz Ave. Room 301, Ashland WI 54806, or at such other place in the State of Wisconsin as may be fixed by the board of directors.

ARTICLE III:     MEMBERS
Section 1: Any human person owning real property or residing within the boundaries of the watershed is considered a general member of the Association. Human persons residing outside the boundaries of the watershed may apply to become associate members. General or associate members who contribute money, time, or talent to the organization shall be counted as supporting members.  The Board of Directors shall set membership fee schedules.
Section 2: The annual meeting of the Association shall be held between July and December of each year. Special meetings of the membership may be called by the Board of Directors.
Section 3: Only associate members and general members registering with the secretary of the corporation prior to the meeting, and providing satisfactory proof of residency or land ownership, including an address and/or legal description of lands in the watershed, may vote at the membership meeting. The number of members so registered at any meeting of the corporation shall constitute a quorum to do business.
Section 4: Meetings of the membership will be announced in a local newspaper at least 7 days before the meeting.
Section 5: Meetings of the membership will be chaired by the president of the corporation or her/his designee.
Section 6: Members may not vote by proxy at meetings of the membership.
Section 7: Interested persons not residing in and not owning real property in the watershed may become associate members by indicating their interest in so doing. Associate members may participate in any activity of the corporation except electing the board of directors.

ARTICLE IV:     BOARD OF DIRECTORS
Section 1: The number of members of the Board of Directors of this corporation will be not less than seven (7) or more than fifteen (15).
Section 2: Directors will include one appointee of the Tribal Council of Bad River Band of Ojibwa; one appointee of the Ashland Bayfield County League of Women Voters; one appointee of the Technical Committee; one appointee each from county government in Ashland, Bayfield and Iron counties; elected representatives from at least three towns within the watershed, and such additional elected At-Large members as are necessary. It is desirable that At-Large members reside in the watershed, and that, among the members of the Board of Directors are residents of each of the seven sub-watersheds of the Bad River Watershed including the sub-watersheds of the Upper and Lower Bad River, Beartrap Creek, the Marengo River, the Potato River, Tyler Forks, and the White River. This corporation is committed to a policy of fair representation on the board of directors, which does not discriminate on the basis of race, physical handicap, sex, color, religion, sexual orientation, or age.
Section 3: Election of new directors or election of current directors to a second term will occur as the first item of business at the first meeting of the directors of the fiscal year.  Directors will be elected by a majority of the directors present at that meeting. Directors will be chosen from among general members and associate members who have belonged to the organization for at least one year prior to serving as a board member.
Section 4:  Before taking office, the Board of Directors and Executive Officers shall review their expected roles and responsibilities respective of their elected office and shall sign an oath committing to these roles and responsibilities, as well as to the mission and goals of the corporation.  The Board of Directors, upon a two-thirds vote, may request the resignation of a Board Member or Executive Officer who fails to adhere to the signed oath.
Section 5:  Roles and responsibilities of Board Members and Executive Officers shall be approved by the Board of Directors.    
 Section 6: Directors, except the initial directors, will serve staggered three-year terms. No director will serve more than two (2) consecutive terms.
Section 7: When a director dies, resigns, or is removed, the board may elect a director to serve for the remainder of the term.
Section 8: Any director may be removed from the board of directors by an affirmative vote of the majority of directors present at an official meeting of the board. Notice of the proposed removal will be given to board members with the notice of the meeting. The director involved will be given an opportunity to be present and to be heard at the meeting at which his or her removal is considered.
Section 9: No compensation will be paid to any member of the board of directors for the services as a member of the board. By resolution of the board, reasonable expenses may be allowed for attendance at regular and special meetings of the board.

ARTICLE V:     MEETINGS OF THE BOARD OF DIRECTORS
Section 1: An annual meeting of the board of directors will be held following the annual meeting of the membership each July or August, for the purpose of electing its officers. The board of directors will hold additional regular meetings at least four (4) times each calendar year at such place as may be designated in the notice of the meeting.
Section 2: Special meetings of the board of directors may be called at any time by the president of the corporation or in his or her absence by the vice-president.
Section 3: Notice of regular, special, and annual meetings of the board will be mailed to directors at least 10 days prior to the day such meeting is to be held.
Section 4: At all meetings of the board of directors, each director present will be entitled to cast one vote on any motion coming before the meeting. A majority of the members of the board will constitute a quorum.
Section 5: At a meeting at which there is a quorum present, a simple majority affirmative vote of the directors present is required to pass a motion before the board.
Section 6: Proxy voting will not be permitted.
Section 7: Robert's Rules of Order will be the authority for all questions of procedure at any meeting of the corporation.

ARTICLE VI:     OFFICERS
Section 1: The officers of this corporation will be a president, vice president, secretary, treasurer and such officers with duties as the board prescribes.
Section 2: The officers of the corporation will be elected annually by the members of the board of directors at its annual meeting. Each officer will serve a one (1) year term.
Section 3: Any officer may be removed with or without cause by the board of directors by a vote of a majority of all of the board members. The matter of removal may be acted upon at any meeting of the board, provided that the notice of intention to consider said removal has been given to each board member and to the officer affected at least 21 days previously.
Section 4: A vacancy in any office may be filled by a majority vote of the board of directors for the remainder of the term.
Section 5: The president will be the chief executive officer of the corporation. It will be the duty of the president to preside at all meetings of the board of directors and have general supervision of the affairs of the corporation including all contracts, deed, conveyances, and other instruments in writing that may be required or authorized by the board of directors for the proper and necessary transaction of the business of the corporation.
Section 6: It will be the duty of the vice-president to act in the absence or disability of the president and to perform such other duties as may be assigned to him or her by the president or the board. In the absence of the president, the execution by the vice-president on behalf of the corporation of any instrument will have the same force and effect as if it were executed on behalf of the corporation by the president.
Section 7: The secretary will be responsible for keeping the corporate records. He or she will give or cause to be given all notices of meetings of the board of directors and all other notices required by law or by these bylaws. The secretary will be the custodian of all books, correspondence, and paper relating to the business of the corporation, except those of the treasurer. The secretary will present at each annual meeting of the board of directors a full report of the transactions and affairs of the corporation for the preceding year and will also prepare and present to the board of directors such other reports as it may desire and request at such time or times as it may designate.
Section 8: The treasurer will have general charge of the finances of the corporation. When necessary and proper, he or she will endorse on behalf of the corporation all checks, drafts, notes, and other obligations and evidences of the payment of money to the corporation or coming into his or her possession; and he or she will deposit the same, together with all other funds of the corporation coming into his or her possession, in such bank or banks as may be selected by the board of directors. He or she will keep full and accurate account of all receipts and disbursements of the corporation in books belonging to the corporation, which will be open at all times to the inspection of the board of directors. He or she will present to the board of directors at the annual meeting his or her report as treasurer of the corporation and will from time to time make other reports to the board of directors as it may require.
Section 9: Any officer of the corporation, in addition to the power conferred upon him or her by these bylaws, will have such additional powers and perform such additional duties as may be prescribed by the board.
ARTICLE VII:     COMMITTEES
Section 1: The board of directors will appoint interested representatives of governmental and non-governmental agencies with responsibilities or concerns in the watershed to a technical advisory committee. The duties of the technical advisory committee are to facilitate cooperation and consultation with experts and with other actors in the watershed. The technical advisory committee will meet at least once annually and appoint one of its members to serve on the board of directors.
Section 2: The board of directors may designate one or more ad hoc committees, each of which will consist of at least one committee chair and two or more committee members. Committee members may be members of the board of directors, members of the corporation, or other interested individuals. The chair of the committee will be appointed by the president of the organization who will act with the board's approval. After consultation with the committee chair, the president will appoint committee members. The studies, findings, and recommendations for all committees will be reported to the board of directors for consideration and action, except as otherwise ordered by the board of directors. Committees may adopt such rules for the conduct of business as are appropriate and as are not inconsistent with these bylaws, the articles of incorporation, or state law.
Section 3:  The officers of the corporation shall constitute the executive committee. The executive committee shall have power to take actions necessary to carry out the intentions of the board as stated by resolution or by adopted plans and/or budgets. Such actions shall be reported to the full board at the next regular board meeting.

ARTICLE VIII:     MISCELLANEOUS
Section 1: The corporation will have the power to indemnify and hold harmless any director, officer or employee from any suit, damage, claim, judgment or liability arising out of, or asserted to arise out of, conduct of such person in his or her capacity as a director, officer or employee (except in cases involving willful misconduct). The corporation will have the power to purchase or procure insurance for such purposes.
Section 2: The board of directors may authorize any officer or officers, agent or agents of the corporation, 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 corporation. Such authority may be general or confined to specific instances.
Section 3: All checks, drafts and other orders for payment of funds will be signed by such officers or such other persons as the board of directors may from time to time designate. All documents will require one such signature, either of the treasurer or the president.
Section 4: The corporation will keep correct and complete books and records of account and will also keep minutes of the proceedings of its members, board of directors, and committees having any of the authority of the board of directors; and it will keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member or his or her agent or attorney for any proper purpose at any reasonable time.
Section 5: The fiscal year of the corporation will be July 1 through June 30.

ARTICLE IX:     AMENDMENTS
These by-laws may be amended, altered or repealed at any duly called meeting of the Board of Directors by a majority vote of the Directors present provided that notice of the action to be taken and the substance of the proposed amendment(s) shall be sent to the Directors not less than 20 days in advance of the meeting.


ARTICLE X:     DISSOLUTION
Upon the dissolution of the corporation and after the payment or the provision for payment of all the liabilities of the corporation, the board of directors will dispose of all of the assets of the corporation exclusively for the purposes of the corporation or to organizations that are then qualified as tax-exempt organizations under section 501(c)(3) of the Internal Revenue code. Any assets not so disposed of will be disposed of by a court of jurisdiction in the county in which the principal office of the corporation is located.