Article I - Name
The name of this non-profit organization shall be the North Carolina Urban Forest Council, hereinafter referred to as the Council.
Article II - Mission and Objectives
Section 1. Vision Statement. The Council envisions a day when all North Carolina communities will enjoy a high standard of environmental quality, with healthy, sustained urban forests cared for by well-informed citizens.
Section 2. Mission Statement. The Mission of the Council is to advocate the sustainability of North Carolina's urban forests through the use of economic, human, and environmental resources.
Section 3. Goals. The Council, in pursuit of its stated mission, aims to meet the following goals:
- a. Inform and educate Council membership and the general public about the proper care of trees and their environmental and economic value.
- b. Promote high standards of professionalism and provide professional education to individuals and organizations involved in the care and preservation of trees.
- c. Promote the compliance with professional standards of arboriculture and urban forestry management practices.
- d. Engage in partnership-building and advocacy while monitoring and pursuing issues that concern urban forest sustainability.
- e. Support, encourage, and communicate continued urban forestry and arboricultural research.
Article III - Affiliations
The Council may affiliate with other organizations and agencies as necessary to facilitate objectives and in pursuit of its mission.
Aritcle IV - Membership
Section 1. Eligibility for Membership. Membership shall be open to any organization, society, association, business, public agency, group, professional, or layperson having an interest in urban forestry.
Section 2. Membership Categories. The Council may establish categories of membership and a dues schedule as it deems appropriate.
Section 3. Member Participation. Members appointed to serve on committees, or elected to the Board of Directors will be encouraged to attend all meetings of the Council, when possible, and to participate in pursuing the mission and objectives of the Council.
Section 4. Member Voting Privileges. Each member shall have one (1) vote.
Section 5. Membership dues schedule. Membership in the North Carolina Urban Forest Council shall run from January 1 through December 31.
Article V - Board of Directors
Section 1. Membership. The governing body of the Council shall be known as the Board of Directors, hereafter referred to as the Board, and shall be composed of twelve (12) members elected by the general membership and should be a representative sampling of the Councils broad-based civil and professional affiliations to include urban foresters, government employees, citizen advocates, landscape architects, planners, garden club representatives, elected officials, conservationists, utility foresters, educators, arborists, horticulturists, scientists, and any and all other interested individuals.
Section 2. Terms. The Board members shall serve terms not to exceed three years. Each member is limited to two consecutive terms.
Section 3. Ex Officio Members. The Chair may appoint ex officio members as necessary to the Board for terms not to exceed one year. Ex officio members may be reappointed by succeeding chairs for an unlimited number of terms.
Section 4. Board of Directors meeting attendance. At the second consecutive regular Board of Directors meeting absence, the board shall vote to dismiss that non-attending board member.
Section 5. Filling Board of Directors vacancies. Replacement shall be elected by the Board from previous nominees to fill remaining unexpired terms.
Article VI - Officers
Section 1. Board of Directors Officers. The Board Officers shall be the Past Chair, Chair, Co-Chair, Secretary and Treasurer. The Board Officers are responsible for development of the contract agreement between the Council and its Board of Directors Coordinator. The Board Officers shall conduct an annual performance review of the Board of Directors Coordinator and report their review to the Board at their next meeting.
Past Chair, shall serve as an advisor to the Chair to ensure continuity between terms of office and serve as chair for the Nominating Committee.
The Chair, or Vice-Chair in the absence of the Chair, shall preside at all meetings of the Council and Board. The Chair shall vote only in the event of a tie.
The Vice-Chair will assist the Chair in presiding over meetings, insuring proper procedure, and conducting Council business.
The Secretary shall keep minutes of all Board and Council meetings, maintain records of attendance at all meetings, and safeguard all documents.
The Treasurer will collect dues and other revenues, disburse funds, and make financial reports as directed by the Board and with the assistance of the Board of Directors Coordinator.
Section 2. Terms of Office. The Chair and Vice-Chair shall serve terms of one year. The Vice-Chair shall accede to the office of the Chair at the expiration of the Chair's term.
Section 3. Election of Board of Directors. Each year the Chair shall appoint a three-member committee from the Board to nominate candidates for election to the Board for three-year terms to begin on January 1 following the election. An election will be held by mail with a ballot mailed to each Council member prior to the end of the calendar year. Ballots shall be prepared and mailed by the head of the nomination committee.
Section 4. Orientation. New Board members shall receive an orientation as part of the January meeting of the Board.
Article VII - Meetings
Section 1. Council Meetings. The Council shall meet at least once each year, preferably in the fall, with special meetings called as necessary by the Board with thirty days written notice to the general membership.
Section 2. Board of Directors Meetings. The Board shall meet at least three times per year; one meeting shall be in conjunction with the annual general membership meeting. The Board may meet more frequently if necessary. A majority of Board Members present at a scheduled meeting shall constitute a quorum. Board members must be present to vote, as there shall be no vote by proxy. Officers shall develop an agenda at least seven (7) days in advance of a Board meeting.
Article VIII - Compensation of Members
All members of the Council and Board shall serve and participate on a voluntary basis and receive no remuneration for their time. Actual expenses incurred by a Board member while conducting Council business may be reimbursed as approved in advance by the Board and as in accordance with the Council's Spending Policy.
Article IX - Committees
Section 1. Standing Committees. The Standing Committees of the Council shall be the following:
- a. Education Committee - Responsible for organizing or delegating responsibilities for all NCUFC workshops. Facilitates ideas and develops educational programming to further the Council's mission. Works closely with the Marketing & Public Relations Committee to identify and market to target groups.
- b. Membership Committee - Works closely with the Board of Directors Coordinator to institute and improve membership processes, rewrites and republishes as necessary the membership documents, brochures, recruitment packages, etc., ensures timely mailings of renewal letters, targets potential new members using the membership strategy document.
- c. Marketing & Public Relations Committee - Promotes the Council and all of its benefits and events. Develops and manages all promotional items, logos, and print materials. Works with Board of Directors Coordinator on all aspects of publicity and assists the Board as needed for newsletter content, advertisements, media relations, etc.
- d. Nominating Committee - Ensures a sustained and viable operation by overseeing and managing Council's leadership. Seeking a board that facilitates the mission and programs of the Council, this committee develops and prepares a slate of candidates each nomination year and contacts all candidates to ensure level of commitment and willingness to serve. Works with Board of Directors Coordinator and Chair to coordinate voting of membership and inform candidates of results. Works with new Board members to provide an orientation at beginning of term.
- e. Finance & Grants Committee - Works closely with Board of Directors Coordinator and Treasurer to manage the financial affairs of the Council. Ensures that all necessary legal forms are filed. Helps develop and update accounting, tax, and legal procedures for the Council, Council employees, and Council contractors. Helps to monitor the Council's fiscal budget. Works with Board of Directors Coordinator to review U&CF grant applications and other funding sources. Promotes grant opportunities and provides technical assistance in preparing grant applications. Responsible for creation of workshop sponsors, partnering opportunities, and participation agreements. Promotes and solicits available funds and gifts.
- f. Policy & Procedures Committee - Addresses Council's procedural issues as requested by the membership or Board. Researches and recommends procedures for changing or updating the Bylaws, Articles of Incorporation, etc., as needed. Ensures proper requirements are being fulfilled each year. Responsible for creating policy and procedures for NCUFC-sponsored events and activities. Generally makes sure the Council is operating under correct policies and procedures.
Standing Committee Chairs shall be appointed by the Board and may be from the Board or general membership, as deemed appropriate by the Chair. However, Chairs for the Nominating, Finance and Grants, and Policy and Procedures Committees must be filled by a representative of Board.
Section 2. Ad Hoc Committees. The Chair, with approval of the Board, may appoint or discontinue ad hoc committees as necessary to achieve the objectives of the Council.
Section 3. Committee Reports/Updates. The Chair of each Standing Committee and any Ad hoc Committee must provide progress reports and updates to the Board at Board meetings or as deemed necessary by the Council Chair.
Article X - Fiscal Year and Revenue
Section 1. Fiscal Year. The fiscal year of the Council shall be from January 1 to December 31 of each year.
Section 2. Revenue. The revenue of the Council shall be from membership dues, donations, grants, and any other revenue approved by the Board.
Section 3. Disbursements. Council fund disbursements shall be made by the Treasurer based upon an annual budget approved by the Board.
Article XI - Rules of Order
The rules contained in Roberts Rules of Order shall govern all Council meetings and all meetings of the Board, whether a regular or special meeting unless specifically stated otherwise in these Bylaws.
Article XII - Amendments
These Bylaws may be amended by a two-thirds affirmative vote of a quorum of the Council provided that written notice of the proposed amendment has been mailed to each Council member at least thirty days prior to balloting. Forty percent of the Council membership shall constitute a quorum.