By-Laws

BY-LAWS

of

WATTS BAR ECOLOGY and FISHERY COUNCIL

 

Article 1: NAME

The name of this organization is the Watts Bar Ecology and Fishery Council, abbreviated WBEFC.

 

Article 2: PURPOSE

The Watts Bar Ecology and Fishery Council (hereinafter “The Council”) is a non-profit corporation created under the laws of the State of Tennessee for the following express purposes:

  1. To protect the ecological health of Watts Bar Lake for the benefit of all stakeholders (property owners, communities, fishermen, sport hunters, recreational users, marinas, businesses, and navigation). Watts Bar Lake is a Tennessee Valley Authority (TVA) impoundment, created by Watts Bar Dam on the Tennessee River. Watts Bar Lake is bounded by the counties of Rhea, Meigs, Roane, and Loudon in the state of Tennessee.
  2. To be an advisory council to the State and Federal AUTHORITIES (Rhea, Roane, Meigs, Loudon Commissioners, State legislators, State agencies (TDEC, TWRA), and the TVA.
  3. To meet and discuss with all Local, State and Federal agencies concerned with quality of human life, water, pollution, recreation, wildlife, fish and fishing conditions, in and around Watts Bar Lake, and to pass on to all governmental agencies on the Local, State and Federal level any recommendations believed feasible and necessary to accomplish the purposes of The Council.

 

Article 3: MEMBERSHIP

Council membership includes the Board of Directors (BOD), and Stakeholders. Stakeholders are any individual interested in participating in Council activities. All BOD members are by definition Stakeholders. Stakeholders can attend all meetings and play an active role in discussions etc. The Council is comprised of five work groups and Stakeholders may participate in any work group they so wish.

3A) The Board of Directors (BOD) consists of up to fifteen (15) voting members.  The officers of the Board of Directors include the Chairman, Vice-Chairman, Executive Assistant, and a Treasurer.  Quorum and Voting: The quorum for BOD meetings is represented by a simple majority of the Directors being present. The act of a majority of the Directors present at a meeting at which a quorum is present represents the act of the BOD.  Each Director has one vote at any BOD meeting at which he/she is present. Should a tie exist, the Chairman may break the tie by casting a second vote. Proxy voting will not be permitted at any BOD meeting or election.

The Chairman will preside at all meetings of the BOD, and will perform such other duties as are incident to his or her office.  The BOD may engage non-voting assistants as required to complete their duties.  The Chairman of The Council may be a compensated position but all others will serve without compensation. Chairman will schedule meetings of the Board at a frequency necessary to meet the purpose of the Council. Any Board member may request a meeting of the Board.  Phone and/or email notification of unscheduled meetings is allowed.

The Vice-Chair exercises the authority of the Chairman in his or her absence and perform such other duties as may be assigned to him or her by the Chairman.

The Executive Assistant is responsible for recording the minutes of the membership and maintaining such other records as may be required of him or her by the Chairman.  He or she has charge of the correspondence, notify members of meetings, notify new members of their election to membership, notify officers and directors of their election to office, keep a roll of the members with their addresses, and carry out such duties incident to his or her office as the Chairman may request.

The Treasurer will petition, collect, and receive all monies due or belonging to The Council.  He or she will deposit the same in a bank designated by the members in the name of The Council.  His or her books will at all times be open to inspection by the members and will report the condition of the Council’s finances and every item of receipt or payment not before reported, and will render an account of all monies received and expended periodically.  There shall be an annual audit of books as directed by members.

Any vacancies occurring among the officers during the year shall be filled for the unexpired term of office by a majority vote of the BOD at its next scheduled meeting following the creation of such vacancy, or at a special meeting called for that purpose; except that a vacancy in the office of Chairman shall be filled automatically by the Vice-Chairman and the resulting vacancy in the office of Vice-Chairman shall be filled by the BOD.

3B) The Stakeholder Group shall not be limited in numbers and include all individuals with representation as identified in the Purpose, Article 2-A.  Members of the BOD are, by structure, members of the Stakeholder group.

3C) Meetings:

 Regular Meetings: Membership meetings shall be when deemed appropriate by the Chairman or the BOD at a time and place designated by the Chairman.  The Executive Assistant shall mail or email written notice of such Meetings at least ten (10) days prior to the date of the meeting to all stakeholders.

Work Group Meeting: Meetings of any Work Group can be called by the Chair of the Work Group at any timed as deemed needed. Work Group meeting require no approval of the Board and need not be publicized. The Work Group Chair may invite any individual he/she wishes to participate in the meeting. The Chairman of the Council shall be informed of all Work Group meeting.

Special Meetings: Special membership meetings may be called by any member and shall be requested and approved through the Chairman of the Board if the meeting is to reflect an action the WBEFC. Any meeting not properly requested and approved cannot speak for or reflect the WBEFC. The Executive Assistant shall mail or email notice of such meeting at least ten (10) days prior to the date of the meeting, and the notice shall state the purpose of the meeting and no other business shall be transacted.

3D) Termination of Membership:

Resignation: Any member in good standing may resign from the Council upon written or email notice to the Chairman and the governing body (BOD or Stakeholder Group).

Termination: Businesses, Organizations, Government Entities, or other Institutes shall have the power to terminate the membership of any of its representatives by written or email notice to the Chairman and the effected member.  The Chairman may terminate a member with a majority vote of the Council, when due cause for termination has been given and discussed. The member shall be notified in writing or email by the Executive Assistant.

Removal of Directors:  Board Directors may be removed either with or without cause by a majority vote of the BOD and a Director may be removed with cause by a majority vote of the entire Board of Directors.

Vacancy: Any vacancy in membership shall be filled by the Stakeholder Group as soon as practicable.

3E) Elections:

Officers of The Council shall retain their positions until the officer(s) requests a change or resigns. If that happens, a replacement will be elected at meeting of the Board. The candidate receiving the greatest number of votes for each office shall be declared elected. No term limits exist for the BOD or Officers.

 Article 4: NOMINATING COMMITTEE

 4A) When an officer or Board member replacement is needed, the Board shall appoint a Nominating Committee to nominate a replacement to be voted upon by the Board of Directors. Such committees shall always be subject to the final authority of the members.  Special committees may also be appointed by the members to aid it on particular projects.

Article 5: TECHNICAL ADVISORY GROUP (TAG)

 The TAG is comprised of experts in the area of aquatic ecology, limnology, fishery biology, and management and control of noxious weeds, or any other related expertise. This work group is tasked with the responsibility of understanding the current Lake environment and using all control tools available to recommend management options focused on an ecologically appropriate solution. All treatment and control options and/or recommendations will be presented to the Council for implementation.  The initial approved implementation/action plan will evolve into a maintenance plan for following years.

The TAG will annually review the progress made by the Council during the past year.  They will not only evaluate and report on progress, but they will adjust the plan annually based on changes to the Lake ecosystem and any “state of the art” control tools that become available.  The BOD will assign a member, in good standing, to be the Chair of the TAG Work Group. This individual will coordinate activities between the TAG and Council.

Article 6: GENERAL PROVISIONS

 6A) Calendar:

The fiscal year of The Council shall be the calendar year.

6B) Amendments:

These bylaws may be amended, repealed, or altered, in whole or in part by a vote of a majority of the Board of Directors.  The bylaws may also be amended, repealed, or altered in whole or in part by a vote of a majority of the entire membership.  Such action must be announced in the call or notice of any meeting at which it is intended that these bylaws be amended, repealed, or altered.

Article 7: DISSOLUTION

The Council may be dissolved at any time by recommendation of the members approved in writing by more than two-thirds (2/3) of the members in good standing.  In the event of the dissolution of The Council, whether voluntary or involuntary or by operation of law, none of the assets of The Council shall by distributed to any member, but after payment of all lawful debts of The Council, its property and assets shall be distributed so as to comply with Section 501 of the Internal Revenue Code of 1954. It is expected that remaining funds will be transferred to the Roane County Commission’s Aquatic Weeds Committee.