Vision and Mission

Vision Statement

The Beech Creek Watershed can be restored to the “original quality of life” by undoing the harmful effects of factors such as acid mine drainage (AMD), chemicals, leachate and siltation. The entire Watershed can be “cleaned up” so that an informed, knowledgeable public can enjoy a multi-variable land use and activities while preserving, monitoring and protecting natural reproduction. This should include a sustainable, Class A, wild trout fishery, as well as habitat for a stronghold of wild birds, mammals, and diversified plant life.

Mission Statement

The mission of the BCWA is to protect the quality and the beauty of the Beech Creek and to enhance life in the Beech Creek Watershed by:



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Board of Directors
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Recognition of Service
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Constitution

Article I: Name, Vision and Mission

Section 1
The name of the organization, by agreement of the membership, shall be known as the Beech Creek Watershed Association (BCWA).

Section 2
The Beech Creek Watershed can be restored to the “original quality of life” by undoing the harmful effects of factors such as acid mine drainage (AMD), chemicals, leachate and siltation. The entire Watershed can be “cleaned up” so that an informed, knowledgeable public can enjoy a multi-variable land use and activities while preserving, monitoring and protecting natural reproduction. This should include a sustainable, Class A, wild trout fishery, as well as habitat for a stronghold of wild birds, mammals, and diversified plant life.

Section 3
The mission of the BCWA is to protect the quality and the beauty of the Beech Creek and to enhance life in the Beech Creek Watershed by:

Article II: Membership

Section 1
The members of the Association shall consist of the members of the Board of Directors (Board) and such other person, firms, and corporations as shall pay dues fixed by the Board. The members of the Association shall elect the members of the Board after the expiration of the initial terms provided for herein. Each membership of the Association shall have one vote on every matter that comes before the members, and no member shall be entitled to accumulate his votes for any purpose.

Section 2
There shall be a minimum annual membership dues requirement as determined by the Board of Directors. The Board shall set the various classes of members and appropriate annual dues requirement for each class.

Article III: Offices

Section 1
Offices shall include: President, President-Elect, Treasurer, and Secretary.

Section 2
Officers shall be elected at the Annual Meeting by the membership by written ballot.

Article IV: Board of Directors

The Board shall consist of all the four (4) officers, the immediate Past-President, and six (6) members elected at-large: two (2) elected each year on a rotating basis to a three (3) year term.

Article V: Meetings

There shall be an Annual Meeting and Regular Meetings of the membership held and any Special Meetings, which may be called by the President or any ten (10) members.

Article VI: Quorum

A quorum should consist of the members present.

Article VII: Amendments

The Constitution may be amended at any regular meeting by a 2/3 vote of those members present, provided the proposed amendment has been submitted in writing one meeting prior to the vote.

Article VIII: Non Stock Status

The Beech Creek Watershed Association, Inc. is organized a a non stock basis.
(As amended - April 17, 2000)
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By-Laws

Article I: Membership

Section 1
The members of the Association are those persons and corporations who have paid the membership dues and enrolled as a Member for the relevant annual period.

Section 2
Every candidate for election to membership shall sign an application requesting that his or her name be considered. Submission of an application and payment of dues shall constitute election to the general membership.

Section 3
The Association will initially have seven (7) classes of membership:

Section 4
Each of the above categories shall entitle the membership holder to one vote at meetings. Honorary Memberships can be bestowed by action of the Board of Directors.

Section 5
Any member of the Association who violates the By-laws, or is charged with conduct unbecoming a good citizen or member, shall be given thirty days’ notice of a hearing before the Board. If, by a majority vote of the Board, the member is found guilty, he may be suspended or his membership terminated by appropriate action of the Board.

Article II: Duties of Officers

Section 1
The President, or in his absence a designated President-Elect, will chair all meetings. He shall appoint all committee chairpersons. He shall serve as an ex-officio member of all standing committees and shall exercise and maintain a general supervision and control over the affairs of the Association subject to the power and authority of the Board. He shall serve until the next reorganizational (Annual) meeting. His term shall be two (2) years.

Section 2
The President-Elect shall act in all cases for and as the President in the latter’s absence or incapacity, and shall perform such other duties as he may be required to do from time to time. He shall work closely with the President to prepare himself to assume the Presidency upon the conclusion of the latter’s term. His term shall be two (2) years.

Section 3
The Secretary shall maintain accurate records of the meetings of the organization. He shall conduct correspondence and maintain records of correspondence sent and received. He shall maintain membership lists and shall be responsible for notification of meetings. His term shall be two (2) years and he may succeed himself.

Section 4
The Treasurer shall receive and have custody of the moneys and securities of the Association and shall keep regular books of account. He shall deposit all moneys in a bank to the credit of and in the name of the Association. The Board shall designate such depository. He shall sign or countersign such instruments as require his signature as may be required by the Board. His term shall be two (2) years and he may succeed himself.

Article III: Board of Directors

Section 1
Members of the Board shall be elected at the Annual Meeting of the Association to serve for a period of three (3) years, or until their successors shall qualify. All members of the Board shall be members of the Association.

Section 2
Following the adoption of these By-Laws, the Board shall, Section 1 of this article notwithstanding, classify its membership into three groups as follows: one-third of the members of the Board who shall serve for a term of one year, or until their successors are duly elected and qualified; one-third who shall serve for a term of two years; and one-third for a term of three years. In the event of an increase or decrease in the number of Directors, the term of any new Director shall be established by lot or otherwise, in order that as far as possible the terms of one-third of the Directors shall expire each year. Then at each subsequent Annual Meeting, one-third of the Directors shall be elected to serve for a period of three years, or until their successors are duly elected and qualified.

Section 3
Any vacancies due to removal, resignation, death or otherwise of a Director shall be filled by the remaining members of the Board for the unexpired term.

Section 4
The Board shall have full authority to act for the Association in all matters during the intervals between Regular Meetings.

Section 5
The Board shall have power to hold their meetings at any place within the Commonwealth of Pennsylvania, and shall meet at the call of the President or any ten (10) members of the Board. Notice of such meetings shall be announced in local papers ten days prior to the date of the meeting.

Section 6
A quorum at any advertised Board meeting shall consist of at least 50% of the existing Directors, and a majority of those present shall decide any questions that may come before the meeting.

Section 7
The Board shall have the right, by an affirmative vote of two-thirds of the Directors, to remove any member of the Board for just cause.

Section 8
The Board shall have control of the property and activities of the Association. The Board shall have the power to employ agents, workmen, and other employees to carry on the activities of the Association.

Article IV: Committees

Section 1
The standing committees of the organization are: Membership, Finance, Public Relations/Publications, Strategic Planning/Operations/Historical, and Project/Technical/Research. The President shall appoint such other committees, including a Nominating Committee, as shall be deemed necessary for the efficient operation of the Association.

Section 2
All Standing Committees shall have at least two (2) Directors as members. Other members may be appointed or recruited as needed by each committee from either the Board or the general membership.

Section 3
The Membership Committee will be responsible for recruiting and/or maintaining members and their annual dues.

Section 4
The Finance Committee shall be responsible for raising funds needed to accomplish the activities of the organization. They will have oversight over all financial activities, including, but not limited to, fund raising, grant applications, loans, depository accounts and any and all receipts and expenditures. They will conduct an annual audit.

Section 5
The Public Relations/Publications Committee shall be responsible for communication to the media, the public and the membership and constituent organizations and communities the relevant information about the organization and its activities which will generate their interest, cooperation and participation. The committee will be comprised of members of both Centre and Clinton Counties. They will prepare a quarterly newsletter under the leadership of a Newsletter Editor, who will be appointed by the Board.

Section 6
The Strategic Planning/Operations/Historical Committee shall be responsible for overseeing planning, prioritizing, and the general operations of all projects undertaken by the Association. A Historian shall keep any and all materials, which are pertinent to maintaining an historical record of the proceedings of the Association.

Section 7
The Project/Technical/Research Committee shall be responsible for all research and technical work done for various aspects of the reclamation and restoration of the waters in the Beech Creek Watershed.

Article V: Membership Meetings

Section 1
The Annual Meeting of the Association shall be held in October of each year, at such place as the Board may select. At least ten days’ written notice shall be announced in local papers prior to this meeting.

Section 2
Regular or Special Meetings of the Association shall be held at a place and on date and hour to be fixed by the President or the Board, and at least ten days’ written notice shall be announced in local papers prior to these meetings.

Section 3
A Special Meeting of the Association may be called by the President upon receiving a notice or request from ten (10) or more members requesting such meeting and stating the purpose thereof.

Section 4
On-Location (Field) Meetings may be held as needed for investigational purposes with no official decisions being made.

Article VI: Finance

Section 1
Fiscal Year. The fiscal year of the Association shall extend from January 1 of a given calendar to December 31 of the same calendar year.

Section 2
Execution of Documents. The President of the Association may sign and execute in the name of the Association all authorized deeds, mortgages, bonds, contracts, and other instruments provided such action has been previously approved by the Board of Directors.

Section 3
Instruments of Indebtedness. All checks, drafts, notes, and other obligations issued in the name of the Association for amounts less than $250 shall be signed by either the President or the Treasurer. Any two of the Officers must sign any such instrument in an amount of $250 or more. OR (All checks, drafts, notes, and other obligations issued in the name of the Association shall be signed by any two Officers of the Association.) No part of the net earnings of the organization shall inure to the benefit of, or be distributable to, its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible from federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code corresponding section of any future federal tax code.

Section 4
Authority to Hold Property. The Board of Directors shall have the authority to serve as a Board of Trustees to administer, manage, and hold title in the name of the Association to real estate, securities, and trust funds.

Section 5
Annual Financial Report. The Treasurer shall prepare annually a balance sheet and a financial statement of operations for the preceding year. Such statement shall be provided to the membership at the Annual Meeting.

Section 6
Dissolution. Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Section 7
Members of the Board of Directors shall be bonded at the expense of the Association: Directors and Officers by Errors and Omissions Insurance and surety bonding of the Treasurer.

Article VII: Amendments

These By-Laws may be amended, repealed, or altered, in whole or in part, by a majority vote of the Directors at any meeting. All Directors, however, shall have received written notice of any and all proposed changes to the By-Laws at least two weeks prior to the date such changes are to be voted upon.

Article VIII: Parliamentary Authority

Robert's Rules of Parliamentary Procedure shall be the Parliamentary Authority of this Association, subject to special rules, which have been or shall be adopted.


June 7, 1999
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Articles of Incorporation

In compliance with the requirements of The Pennsylvania Nonprofit Corporation Law of 1972, Act of November 15, 1972, P.L. 1063, No. 271 as renumbered, Act of December 21, 1988, P.L.1444 and reenacted and amended by the Act of December 19, 1990, P.L. 834, No. 198 (15 Pa.C.S. A. Section 7301. et seq.), hereby certify that:

Article I: Name

The name of the Corporation is Beech Creek Watershed Association.

Article II: Location and Address

The location and post office address of the initial registered office of the Corporation is 333 Beech Creek Avenue, Mill Hall, PA 17751.

Article III: Purpose

The Corporation is incorporated under the Pennsylvania Nonprofit Corporation Law for the purposes of protecting the quality and the beauty of the Beech Creek and to enhance life in the Beech Creek Watershed by:

Article IV: Term

The term for which the Corporation is to exist is perpetual.

Article V: Basis

This Corporation is organized pursuant to the Pennsylvania Nonprofit Corporation Law of 1988 and does not contemplate pecuniary gain or profit to the members thereof and is organized for nonprofit purposes.

Article VI: Share Structure

The Corporation is organized upon a non-stock basis.

Article VII: Membership

Members in the organization including any limitations on number of members, classes of membership, transfer or termination of membership, shall be fixed by the by-laws of the organization.

Article VIII: Powers

Management of the affairs of the Corporation shall be vested in a Board of Directors who, except as otherwise provided herein, by law, or by the Corporation's Bylaws, shall have and exercise full power and authority to do all things deemed necessary, expedient, and in the best interests of the Corporation.

Article IX: Instruments of Indebtedness

All checks, drafts, notes, and other obligations issued in the name of the Association for amounts less than $250 shall be signed by either the President or the Treasurer. Any two of the Officers must sign any such instrument in an amount of $250 or more. OR (All checks, drafts, notes, and other obligations issued in the name of the Association shall be signed by any two Officers of the Association.) No part of the net earnings of the organization shall inure to the benefit of or be distributable to, its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under Section 501(c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible from federal income tax under Section 501(c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Article X: Dissolution

Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c) (3) of the Internal Revenue Code, or corresponding section of any future tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.


The name and address of the incorporators of the within Corporation are as follows:

IN TESTIMONY WHEREOF, these Articles of Incorporation have been executed by properly authorized officials this 22nd day of February, 2000.
ATTEST:

Clifford W. Moore
Secretary
David L. Williams
President



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