Adopted in 2004
RESOLUTION BY UNANIMOUS CONSENT

OF THE BOARD OF DIRECTORS OF

PEE DEE LAND TRUST

 

            BE IT RESOLVED by the Board of Directors (the “Board”) of the Pee Dee Land Trust

 

            The Bylaws of the Pee Dee Land Trust are hereby amended to read as fully set forth below.  All term provisions will be implemented as if first in effect at the time each current director or officer was appointed or elected. 

 

PREAMBLE

 

To fulfill its role of advancing knowledge and practices essential to conserving the human and natural resources of participating counties in the Pee Dee region for residents and visitors, this Trust depends upon citizen involvement and priorities.   It is by virtue of that involvement that common concerns are used by the Trust for cooperative leadership, education, planning, development, and other appropriate actions related directly to human and natural resources.   The Trust is a non-partisan, non-profit organization, but does seek to speak, interpret, and advise on matters of public and private concern affecting our agricultural, historical, and natural resources.

 

To facilitate comprehensive involvement and activity in serving the role of the Trust, this non-profit corporation is formed consisting of three (3) directors from each participating county responsible for all official administrative and governing activities.  

 

It is imperative that the directors show an interest in the natural resources of the area, coupled with a commitment to the long term wise use of our human and natural resources.

 

ARTICLE I:   TRUST DIRECTORS

 

Section 1:  Directors

 

Counties represented in the Trust are Chesterfield, Darlington, Dillon, Florence, Georgetown, Marion, Marlboro, and Williamsburg.  A total of twenty-four (24) directors, three (3) from each county, will make up the governing body of this Trust.   New Directors will be selected by the Board from recommendations of a nominating committee appointed by the Board for that purpose.  This committee may solicit suggestions from any concerned or interested resident of the participating counties.

 

Section 2:  Terms

 

Directors will serve for a term of four (4) years and may be reappointed, provided, however, that no Director may serve more than two (2) consecutive full terms.  If a Director resigns or for any reason is unable to serve, the Board of Directors will appoint a Director to fill the unexpired term.  For purposes of this provision, a term will be deemed to begin on the first day of the calendar year after the Director is first appointed.

 

Section 3:  Participation

 

Each Director is expected to make attendance at all meetings a priority. Directors are also expected to fully support the organization by participating in Trust events, volunteering their time, and contributing at least $25.00 per year to the Trust.  Board members unable to attend a meeting shall provide an excuse to the Chairman prior to the meeting.  Absence from two (2) consecutive regular meetings of the Board without an excuse deemed valid by the Board and so reported by the Board, or failure to make the minimum annual contribution to the Trust, shall be construed as a resignation from the Board.         

ARTICLE II:   OFFICERS

Section 1:   Officers

 

Officers of the Trust shall be elected by a simple ballot at the first regular business session of the Trust’s new Fiscal Year.  Officers must be named from among the Directors.  Officers shall consist of: Chairman, Vice-Chairman, Secretary, and Treasurer.  The positions of Secretary and Treasurer may be held by the same person.

 

On or before the last regular meeting of the fiscal  year in even numbered years , the Chairman will call for Directors to volunteer to serve on an ad hoc nominating committee composed of not fewer than two Board members.  Directors may submit names (including their own) of prospective Officers, to the nominating committee by a date set by that committee.  The nominating committee will ask each individual nominated for a position whether he or she is willing to serve in that capacity.  Each Director willing to stand for election will submit a brief statement of qualifications to the nominating committee, which shall recommend to the Board no more than three nominees for each Officer position.  The nominating committee will provide notice of the nominees and their qualifications to be included with the notice of the meeting at which elections will be held. 

 

Officers will be elected for a period of two (2) years and may serve in the same position for no more than two (2) consecutive terms.

 

Section 2:  Appointed Positions

 

The Board may from time to time appoint such Officers of the Trust as it may deem necessary or helpful in conducting the business of the Trust.  Such Officers may include a President or Executive Director, and an Associate Director.  Such Officers shall serve at the pleasure of the Board unless the Board provides terms for each office prior to appointment.  The appointment of any Officer shall not in and of itself create any contract rights between such Officer and the Trust.

Section 3:   Voting 

 

All official voting, except for amending the bylaws, will require a minimum of one-third of the Directors be present, with a simple majority vote of the Directors present.  In order to amend the bylaws, a minimum of a majority of Directors must be present, with two-thirds voting in the affirmative.  It is preferable, but not required, that a member from each County be present for all voting. 

 

Section 4:    Meetings

 

The Board of Directors will meet at least quarterly, or more often if necessary.   The Chairman will select meeting times and locations in consultation with members of the Board. 

 

 

ARTICLE III:    PROGRAMS

Section 1:   Purpose 

 

The Trust and its programs provide liaison, support and a voice for those parties responsible for and interested in orderly development, utilization and conservation of human, natural, historical, and agricultural resources.  The Trust will also emphasize the restoration and/or preservation of wetlands in our region.

Section 2:   Programs

 

The Board will develop a five-year plan, and update it annually.  This plan will list goals, objectives, means and a schedule of action.  These goals will be adopted by the Board of Directors of the Land Trust at a regular business meeting.

Section 3:  Acquisition and Stewardship of Land by Gift and Donation

 

The Trust may identify lands and properties which have a unique public value and which would be of benefit to the public if held in public trust.

 

The Trust may acquire, by gift, bequest, or purchase property or interests in property, including conservation easements of unique public value for conservation purposes.

 

All property acquired in this manner shall be managed in such a way as to conserve, protect, and promote the continued viability of sensitive natural, ecological, historic, or scenic resources of the property and to encourage public access to the land to provide enjoyment and education consistent with good stewardship.

 

ARTICLE IV:  CONFLICT OF INTEREST

 

Officers, Directors, and staff members shall act in the best interests of the Trust and avoid actual or apparent conflicts of interest.  Any Director who has a direct financial interest of any kind in a proposed Trust transaction shall fully disclose all material facts of such interest to the Board at the earliest opportunity, and shall not participate in any vote on a transaction that could affect that interest.  The disclosure will be made part of the Trust records, and meeting minutes will document the fact that the conflicted Director did not participate in the vote.

  

 

ARTICLE V:  INDEMNIFICATION

 

Section 1.  Indemnification.

 

Every person who is or has been an Officer, staff member, or Board member of the Trust, shall be indemnified by the Trust against all expenses reasonably incurred by any such party in connection with any action, suit or proceeding to which any such party may be a party defendant, or with which that party may be threatened by reason of or in relation to that party being or having been a Director, Officer, or staff member of the trust.  An agent expressly authorized to take an action on the Trust’s behalf may also be indemnified under circumstances and to an extent approved by the Board.  The term “expenses” includes amounts paid in satisfaction of judgments or in settlement, other than amounts paid to the Trust itself.  The Trust shall not, however, indemnify any Officer, Director, staff member or agent in relation to matters as to which that party shall be adjudged liable for gross negligence or gross misconduct in the performance of that party’s duties as such Officer, Director, staff member or agent.  Further, the Trust shall not indemnify an Officer, Director, staff member or agent in case of settlement unless such settlement shall be approved by a majority of the Board of the Trust then in office other than those involved (regardless of whether or not such majority constitutes a quorum).

 

Section 2.  Maintenance of Directors and Officers Insurance.

 

Notwithstanding any other provision herein to the contrary, the Trust shall at all times maintain a policy of directors and officers liability insurance in an amount appropriate to the scope and activities of the trust.

 

ARTICLE VI:  FISCAL YEAR

 

The Fiscal Year of the Trust shall begin on the first day of July and shall end on the last day of June each year.

 

ARTICLE VII:  INTERNAL REVENUE COMPLIANCE AND TERMINATION

Section 1:  Corporation Tax Exempt

 

The Trust shall not engage in any act prohibited to a corporation exempt from tax under Section 501 (c) (3) of the Internal Revenue Code of 1954, and if at any time this Trust is a private organization within the meaning of Section 509 (a) of the Internal Revenue Code of 1954, it shall distribute its income each taxable year in such time and manner as not to be subject to tax under Section 4942 of the Internal Revenue Code of 1954, and shall be prohibited from engaging in any act of self-dealing (as defined in Section 4941 (d) of the Internal Revenue Code of 1954), from retaining any excess business holdings (as defined in Section 4943 (c) of the Internal Revenue Code of 1954), from making any investments in such manner as to subject  the Trust to tax under Section 4944 of the Internal Revenue 1954, and from making any taxable expenditures (as defined in Section 4945(d) of the Internal Revenue Code of 1954).  Reference to sections of the Internal Revenue Code of 1954 shall refer to the comparable section of all subsequent Internal Revenue Laws.