PROPOSED BYLAWS AND GOALS

BY-LAWS

Mission Statement

The Upper Mahoning Creek Watershed Association is a nonprofit conservation organization dedicated to protecting and restoring the Mahoning Creek, its tributaries, lakes, ponds and surrounding lands within Clearfield, Indiana, and Jefferson Counties, Pennsylvania for present and future generations.

Vision

The vision of the organization is to achieve the highest quality water in the Mahoning Creek Watershed. The UMCWA will work tirelessly to return the waters of the Mahoning Valley to the purest state possible within current federal and state water quality standards. Our goal is to encourage all residential, commercial, agricultural and municipal tenants within this watershed to comply with present environmental laws. Our objective is to return this watershed to a near pristine condition for the benefit of the citizens residing in Clearfield, Indiana, and Jefferson Counties and the people of the Commonwealth of Pennsylvania. In addition, one of our goals is to educate the public on the need to preserve streams and wetlands for their recreational, esthetic, and historic value. This engenders an appreciation of the natural world and the necessity of preserving our planet to insure the survival of all species.

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: Types: a) Individual $5 b) Family $10 c) Patron $25 d) Stewardship $50 e) Business/Corporate $75 f) Conservationist $100 g) Other/Honorary Section 4. Voting membership is restricted to individual members. Each member will have one (1) vote. Industries, businesses, organizations, or unions will have one (1) single vote. An individual may not vote as a representative of one of the aforementioned groups and as an individual member. Each industry, organization, government entity, institution, or union will designate a representative and alternate for voting purposes. No other representative will be recognized unless prior written notice is provided to the UMCWA within seven (7) days of the scheduled meeting. No absentee vote will be accepted. Honorary Memberships can be bestowed by action of the Board of Directors. Honorary Members shall not have voting rights. Section 5. Any member of the Association who violates the By-laws 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 or she may be suspended or his or her membership terminated by appropriate action of the Board. ARTICLE II OFFICERS Section 1. The officers shall be president, vice president, secretary, and treasurer. As the need arises, the Board of Directors may designate additional officers. Nominations for these positions will be accepted at the September and October meetings and elections will occur at the October meeting. For the initial year, the officers' terms will start in October 2001 and end on December 31, 2002. Thereafter, the terms of office will be January 1 to December 31. Section 2. The President, or in his or her absence a designated vice president, will chair all meetings. He or she shall appoint all committee chairpersons. He or she 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. His or her term shall be one (1) year with no term restrictions. Section 3. The Vice President 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 or she may be required to do from time to time. His or her term shall be one (1) year with no term restrictions. Section 4. The Secretary shall maintain accurate records of the meetings of the organization. He or she shall conduct correspondence and maintain records of correspondence sent and received. He or she shall maintain membership lists and shall be responsible for notification of meetings. His or her term shall be one (1) year with no term restrictions. Section 5. The Treasurer shall receive and have custody of the monies and securities of the Association and shall keep regular books of account. He or she shall deposit all monies in a bank to the credit of and in the name of the Association. The Board shall designate such depository. He or she shall sign or countersign such instruments as require his signature as may be required by the Board. His or her term shall be one (1) year with no term restrictions. ARTICLE III BOARD OF DIRECTORS Section 1. The Board of Directors will include four (4) or more elected officers and other appointed members not to excede eleven (11) total directors and the total number of directors must always be an odd number. Section 2. 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 3. 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 4. 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 5. The Board shall have full authority to act for the Association in all matters during the intervals between Regular Meetings. Section 6. 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 fifty (50) percent of the members of the Board. Notice of such meetings shall be announced in local papers prior to the date of the meeting. Section 7. 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 8. 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 9. 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. As needed, the Board of Directors may form and dissolve committees. 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. Prior 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 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 requires Board approval for amounts less than $250 and 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. 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. Section 3. (Cont'd.) 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. 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. This report will be subject to an in-house audit at the end of the fiscal year and made available to all association members. If the treasurer leaves for any reason before the end of the fiscal year, an audit will be conducted before a new treasurer is elected. 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 two-thirds 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. May, 2001

GOALS

PUBLIC EDUCATION AND INVOLVEMENT

Provide a forum for entities interested in the Upper Mahoning Creek to cooperatively and constructively discuss water quality, flow and habitat-related issues.

Design, promote, and maintain a web site as a communication link to watershed members and readily accessable by other interested parties for information pertinent to Upper Mahoning Creek.

Develop a broad base of support for the Watershed Association, including, but not limited to, wastewater dischargers, water suppliers, farmers, developers, planners, students, teachers, public agencies, business/industry, community groups, parks and open space users, and other interested citizens.

Promote responsible land development practices in the rapidly urbanizing watershed, consistent with local, state and federal regulations.

Inform and educate watershed residents on stream-related environmental issues and measures that they can take to improve and protect water quality, aquatic life and habitat.

MONITORING AND STUDY

Reinforce the use of sound science in evaluating watershed conditions and decision-making.

Develop and maintain a user-friendly comprehensive water quality database on the Upper Mahoning to be used for scientifically-sound water quality related decisions and public education.

Integrate future watershed studies with existing programs and the many historical studies conducted in the watershed.

Develop an understanding of how pollution impacts the Upper Mahoning Watershed that is consistent with federal, state, and local pollution regulations and requirements.

Develop an understanding of groundwater quality and groundwater-surface water interactions along the main stem of the Upper Mahoning Creek.

PROTECT, PRESERVE, AND RESTORE WATER QUALITY, AQUATIC LIFE, AND HABITAT

Protect, preserve, and improve water quality, aquatic life and the aquatic habitat.

Prioritize watershed management goals and coordinate related watershed activities to maximize environmental benefits.

Support existing and future efforts to preserve riparian habitat and open space in the watershed.

Identify areas in need of and suitable for stream restoration and habitat improvement projects.