As revised/approved
October 5, 2000

NATIONAL CAPITAL CHAPTER
SOIL AND WATER CONSERVATION SOCIETY
An Educational and Scientific Organization

BYLAWS

ARTICLE I - Name

The name of this organization shall be the National Capital Chapter of the Soil and Water Conservation Society (hereinafter referred to as the Chapter).

ARTICLE II - Area

Section 1. Headquarters of the Chapter shall be in Washington D.C.

Section 2. The metropolitan area of Washington D.C. shall constitute the area of the Chapter. Most members reside or work in the District of Columbia or in those parts of Virginia and Maryland near Washington D.C.

ARTICLE III - Objectives

The objectives of the Chapter shall be the same as those of the Soil and Water Conservation Society (hereinafter referred to as the Society), as a nonprofit educational and scientific organization dedicated to advancing the science and art of good land and water use worldwide.

ARTICLE IV - Membership

Section 1. Membership in the Chapter shall be limited to persons holding membership in the Society.

Section 2. Upon payment of Chapter dues, persons who qualify under Section I shall be members in the Chapter and each shall have one vote.

Section 3. Membership in the Chapter shall end upon termination of membership in the Society, failure to pay Chapter dues within'60 days after the membership anniversary date as set by the Society or resignation.

Section 4. Annual dues of the Chapter shall be an amount set by the Executive Council as approved by a majority vote of the Chapter members who cast ballots. Society and Chapter dues shall by payable together to the Society headquarters.

ARTICLE V - Officers Section

1. Officers of the Chapter shall be President, President-Elect, Vice President, Secretary and Treasurer.

Section 2. The officers shall be elected annually from the membership and shall perform the duties of their respective offices until their successors take charge. Terms of the officers shall be from January 1 to December 31. Vacancies between elections shall be filled as provided under Article VI.

Section 3. The President shall have general responsibility for the affairs of the Chapter, preside at Chapter meetings and sessions of the Executive Council (see Article VI), ensure the timely election of Chapter officers, and appoint committees and representatives provided under Articles VII and VIII. The President may delegate responsibilities to carry out activities of the Chapter as he or she, and the Executive Council, deem appropriate.

Section 4. The President-Elect shall automatically become President when the President's term expires (or the position otherwise becomes vacant). The President-Elect may plan activities to become effective at the time he or she becomes President. In the absence of the President, the President-Elect shall assume the responsibilities and perform the duties of the President. The President-Elect shall have primary responsibility for membership and chapter development

Section 5. The Vice President, shall take primary responsibility for planning or arranging for Chapter programs and activities. In case of a vacancy in the office of President-Elect, the Vice-President shall serve as President-Elect. In the absence of both the President and President-Elect, he or she shall assume the responsibilities of the President.

Section 6. The Secretary shall give notice of Chapter meetings and other activities to all Chapter members; keep a record of all business meetings; be responsible for all Chapter correspondence; keep the master copy of the bylaws, membership list and other records belonging to the Chapter or pertaining to its business; and perform other duties incident to the office of Secretary.

Section 7. The Treasurer shall receive and disburse all funds of the Chapter, keep account of all financial transactions, and report at each business meeting the financial status of the Chapter. The treasurer also shall arrange with Society headquarters for proper notice of dues payments and alert the President-Elect periodically of delinquent members so they may be encouraged to rejoin. The Treasurer also shall receive any and all contributions to the Chapter, either for meeting SWCS objectives generally or earmarked for specific projects or aims; shall invest these and other funds as authorized or approved by the Executive Council; and shall keep account of all transactions, expenditures and transfers of such funds which may be authorized by the Chapter, Executive Council or a committee established by or reporting to the Chapter officers. The accounts of the Treasurer shall be audited at least annually or as deemed necessary by the Executive Council. The Treasurer may be bonded in such amounts as the Executive Council may determine, at the cost of the Chapter. The Treasurer is thus responsible for check signing authorities, transfer of funds between accounts, etc. The Treasurer shall also maintain information on 501(c)(3), nonprofit status and a Federal Tax ID number.

ARTICLE VI - Executive Council

Section 1. The Executive Council shall consist of the President, President-Elect, Vice President, Secretary, Treasurer, immediate Past President and three council members elected under Article VII.

Section 2. The Executive Council shall be the legal representative of the Chapter and shall have, hold and administer all funds and property of the Chapter which shall be in the direct custody of the Treasurer.

Section 3. Vacancies in Chapter offices occurring between elections shall be filled by appointment by the Executive Council, except as provided in Article V, Sections 4 and 5.

Section 4. The Executive Council shall meet at least quarterly for the transaction of its business and at other times as determined by the President, and shall have power to act on matters that arise between regularly scheduled Chapter meetings and are not otherwise specifically provided for in the bylaws.

Section 5. The Executive Council shall direct the policies of the Chapter within the framework of the Society, in support of the educational and scientific objectives of the Society, in coordination with the Society's Board member representing the Northeast Region. The Executive Council shall develop or review operating plans and budgets; give counsel and guidance to, and coordinate the work of, committees; decide Chapter business not requiring action by the membership; and perform similar duties. The Executive Council shall approve any formal statement of the policy or position of the Chapter on any issue. Executive Council members or other members appointed by the President may speak for the Chapter.

Section 6. The Executive Council shall encourage active participation of officers, committee chairpersons and other numbers in Chapter, regional and international workshops, meetings, other events, and initiatives.

ARTICLE VII - Elections

Section 1. A Nominating Committee will be established, not later than October 1, to begin development of nominations for a slate of officers for the next year.

Section 2. For the offices of President-Elect, Vice President, Secretary, Treasurer and Council member(s), the Nominating Committee shall consider a diverse representation of members from the various agencies and groups represented in the Chapter.

Section 3. One council member shall be elected each year for a term of three years. In addition, one shall be elected to fill each council member vacancy that has occurred during the year, to complete the unexpired term.

Section 4. Before any member is nominated for an office or council member position in the Chapter, the member shall certify in writing that he or she is willing to serve.

Section 5. Ballots shall be mailed to all members by November 1, specifying the date that they must be received by the Secretary to permit counting before the December 1, completion of new officer elections. Each ballot shall include the names of all persons nominated by the Nominating Committee. Each ballot also shall provide room to write in an additional name for each office or Council member position.

Section 6. The Secretary shall deliver the results of the ballot counting to the President by December 1. The nominee receiving a plurality of the votes cast for each office or council member position shall be declared elected. Tie votes shall be broken by vote of the Executive Council.

ARTICLE VIII - Committees

Section 1. The Chapter President shall appoint standing committees and such other committees and representatives as are necessary to conduct the affairs of the Chapter and to contribute toward regional or international educational and scientific aims of the Society. Such committees and representatives shall function during the term of office of the President or until their assignment is accomplished.

Section 2. Standing committees shall include Program, Membership and Chapter Development, Finance, Awards, Nominating, and other Committees as the Officers deem appropriate.

Section 3. The Nominating Committee shall consist of a chairperson, appointed by the Chapter President, and other members as necessary to develop a slate of officer candidates and conduct the balloting process. Only the chairperson may be a member of the current Executive Council.

Section 4. Only Society members may serve on chapter committees, although non- members may be asked to provide consulting assistance.

ARTICLE IX - Meetings

Section 1. Regular program meetings of the Chapter shall be approximately four times per year. The timing and location of meetings shall be determined by the Executive Council, at the recommendation of the Vice President, with consideration for securing maximum attendance and participation by members, prospective members and the public, and proper transaction of essential Chapter business.

Section 2. Any members of the Society or their guests may attend meetings of the Chapter. Only members of the Society and the Chapter may vote, serve on committees or hold office in the Chapter.

Section 3. Officers and Committee chairpersons or their representatives shall report verbally or in writing to the membership regarding their current or proposed activities, at intervals and in a format, as directed by the Executive Council.

ARTICLE X - Status and Dissolution

Section 1. Notwithstanding any other provision of these bylaws, the Chapter shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (or corresponding revisions of any future United States Internal Revenue Law).

Section 2. The Chapter may receive in the name of the Society gifts, bequests, donations, grants or funds for any purpose within the scope of Society objectives. No part of the funds of the Chapter shall inure, or be distributed, to Chapter members, except that the Chapter shall be authorized and empowered to pay reasonable compensation for services rendered. The Executive Council may also authorize funds to provide awards, scholarships and other incentive programs to further the objectives and purposes of the Society; and to financially support Chapter, regional and international Society activities and programs.

Section 3. This Chapter may be dissolved by a resolution requesting dissolution passed by majority vote of mail ballots received, provided that notice of such action has been mailed to all members at least thirty (30) days prior to the closing date for receiving these mail ballots.

Section 4. Should the Chapter dissolve in accordance with Section 3 or from any other cause, any assets not required for payment of its liabilities and obligations and not held upon condition requiring return, specific transfer or conveyance upon dissolution, shall be paid over and transferred to the international headquarters of the Society. If the Society is dissolved, then the Executive Council in office in the Chapter at the time of dissolution shall select an organization to which the assets covered in this section may be transferred. Such organizations, corporations or societies shall be engaged in activities substantially similar to those of the Society and regularly organized and qualified as charitable, educational, scientific or philanthropic organizations.

Section 5. Should the Chapter dissolve, the Executive Council shall forward to the Society (or, if the Society is dissolved, to the National Agricultural Library) all significant records, correspondence and other papers belonging to the chapter.

ARTICLE XI - Adoption and Amendment of Bylaws

Section 1. These bylaws may be amended by majority vote of mail ballots received or of Chapter members present at any regular meeting of the Chapter, provided notice of all proposed changes has been mailed to all members at least thirty (30) days prior to (a) the closing date for receiving these mail ballots or (b) the date of the meeting at which the vote is to be taken.

Section 2. Amendments shall take effect when a counting committee or person (or the presiding officer in case of a vote at a meeting) determines that a majority of the votes cast is favorable. The Chapter Secretary shall notify the members of the result, along with revised text of the bylaws.

Section 3. No bylaw provision or amendment may be adopted which is not in keeping with the Society bylaws, Articles of Incorporation of the Chapter or educational and scientific purposes of the Chapter. Upon official notification by the Society that a provision or amendment is not in keeping, and after due opportunity for hearing the Chapter, such provision or amendment shall be void and of no effect.

Section 4. Any change(s) required by the Internal Revenue Service in order to establish or maintain status of the Society or the Chapter as an educational and scientific organization under Section 501(c)(3) of the Internal Revenue Code shall automatically be deemed a fully approved amendment to these bylaws. The Secretary shall notify each Chapter member of such change(s) and reasons therefor, and provide revised text of the bylaws.

ARTICLE XII - Effective Date

These bylaws were adopted by vote of the membership at a Chapter meeting on March 5, 1947.

Amended to add "Incorporated" to name of the Chapter on September 16, 1964.

Amended by unanimous vote at a Chapter meeting on May 25, 1965.

Amended by majority vote at a Chapter meeting on December 15, 1966.

Amended by majority vote at a Chapter meeting on April 20, 1972.

Amended by unanimous vote at a Chapter meeting on March 20, 1986.

Amended by majority vote of mail ballots received, December 7, 1994.

Amended by majority vote of mail ballots received, October 5, 2000.

S/_Lawrence E. Clark, President

S/_David A. Stawick, President-Elect

S/_Clayton Ogg, Vice-President