BYLAWS

ARTICLE I. Name.

Name. The name of the organization shall be the Dworshak Reservoir Association. Hereafter referred to as the Association and abbreviated as DRA.

ARTICLE II. Membership

Membership. Upon written application to DRA in a manner prescribed by the Board of Directors, and payment of applicable membership dues, applicants become members in one of the following categories:

Individual Membership. Any individual who has an interest in Dworshak Reservoir and its facilities may become an individual member of DRA. Each individual member shall be entitled to one vote in any matter requiring a ballot at the membership meeting.

Family Membership. Any family who has an interest in Dworshak Reservoir and its facilities may become a family member of DRA. Family membership shall be entitled to two votes in any matter requiring a ballot at the membership meeting.
Community and Development Membership. Any Public or private corporation, authority, commission, government agency, or association with interests as prescribed in the mission statement, may become a member of DRA. Each organization shall be entitled to one vote in any matter requiring a ballot at the membership meeting.

ARTICLE III. OFFICERS AND BOARD OF DIRECTORS

Officers. The officers of DRA shall consist of President, Vice President, Secretary and Treasurer. The officers and immediate Past President shall comprise the Executive Committee.

Board of Directors. The Board of Directors of DRA shall consist of up to seventeen members.

ARTICLE IV. ELECTIONS AND TERMS OF OFFICE

Nominations. Nominations for Directors shall be initiated by the Nominating committee, the Board of Directors, or by written petitions from the membership. All nominees must have been a member of DRA for at least one year prior to nomination.

Elections. The Director nominations will be submitted to the entire membership of record in a mail ballot and shall be elected by plurality of votes cast. Officers shall be elected by the Board of Directors at the fist meeting of the fiscal year and presented to the membership in the General Membership Meeting.

Terms. The Directors, the Secretary, and the Treasurer shall serve three-year terms. The President and Vice President shall be elected for a one-year term. All officers shall serve at the pleasure of the Board of Directors.

Vacancies. Vacant officer and Board member positions may be filled for the unexpired term by majority vote of the Board of Directors assembled at a regular meeting with a quorum.

Attendance. If a Board member misses more than fifty (50%) of the regularly scheduled meetings or three (3) consecutive meetings, the Board member will be notified, in writing, of excessive absences. If excessive absences continue, the Board member shall be removed by majority vote of the Board of Directors assembled at a regular meeting with a quorum.

ARTICLE V. DUTIES OF OFFICERS AND DIRECTORS

President. The President shall preside at the General Membership meeting of the Association, and chair all meetings of the Board of Directors and the Executive Committee. The President shall appoint committee chairs of DRA, and shall perform other duties incidental to the office of President.

Vice President. The Vice President shall serve as the President Elect of the Association and shall assume the duties and the responsibilities of the President when required. The Vice President shall perform such other duties as may be assigned by the President and the Board of Directors, and as Parliamentarian for the Association.

Treasurer. The Treasurer shall be responsible for the financial affairs of the Association. The Treasurer shall keep accurate records and accounts of the fiscal status of DRA. The Treasurer shall also perform such duties as may be assigned by the President and the Board of Directors. This officer shall be bonded.

Secretary. The Secretary shall be the custodian for all official records and files of the Association to include correspondence, minutes of meetings and membership rosters. The Secretary shall perform such duties as may be assigned by the President and the Board of Directors.

Board of Directors. Subject to the provisions of these Bylaws and to such action of DRA as may be taken at any General Membership meeting, the Board of Directors shall exercise control and supervision over the affairs of the Association and shall be empowered to determine all questions of policy as may arise.

Past President. The immediate Past President shall serve as the Vice Chair of the Board of Directors and the Executive
Committee.

Amended Duties. If necessary, the duties of officers may be amended by majority vote of the Board of Directors assembled at a regular meeting with a quorum.

ARTICLE VI. MEETINGS AND VOTING

General Membership Meetings. DRA shall hold, as a minimum, an annual meeting of the membership. This, and other necessary to conduct business of the association, shall take place at a time and place set by the Board of Directors with no less than 30 days advance written notice in the association's newsletter or separate correspondence.

Board Meetings. The Board of Directors shall meet at least quarterly at such time and place as may be designated by the President or majority vote of the Board members. A majority of the Board of Directors membership shall constitute a quorum, and each question considered shall be decided by a majority vote of those in attendance.

Executive Committee Meetings. The Executive Committee shall have the authority of the Board of Directors at such times when the Board is not in session. The Executive Committee cannot modify and action taken by the Board. A quorum of five shall be necessary to conduct business.

ARTICLE VII. FINANCE

Fiscal Year. The fiscal year shall commence on January 1 of each year and shall end on December 31 of the same year.

Dues. The annual dues of DRA for each member classification shall be established by the Board of Directors and adjusted as necessary. Membership renewal notices shall be mailed on a quarterly schedule with payment due upon receipt. A second notice shall be sent for past due accounts. Any member that fails to pay within six (6) months shall be removed from membership rolls.

Checks. Checks for payment of DRA obligations that are under two hundred dollars ($200.00) shall only require the Treasurer's signature. Checks over this amount shall require two (2) authorized signatures. The Treasurer shall sign all checks with either the President or Vice President as cosigner.

Audit. The Board of Directors shall be responsible for ensuring that an independent annual audit of financial records of DRA is conducted. The Board shall approve the audit.

ARTICLE VIII. LIABILITY

Limitation of Authority. No action by any director or member of the Association shall be binding upon or constitute an expression of the policy of DRA until it shall have been approved or ratified by the Board of Directors.

Limitation of Responsibility. It is implicitly understood that the Association assumes no responsibility or liability for the well being of any member or representative of a member attending, managing or participating in meetings or any other functions of DRA.

Liability. No officer or director, former officer or director, or any authorized agent of the Association shall be liable in any manner to the Association or any person or group for any loss or damage sustained as a result of action taken or omitted to taken by said officer, director or agent in good faith, if the individual exercised or used the same degree of care and skill as a prudent person would have exercised or used under the same circumstances in the conduct of his/her own affairs.

ARTICLE IX. GENERAL PROVISIONS

Incorporation. DRA shall be incorporated as a nonprofit corporation under the Idaho Nonprofit Corporation Code for education, scientific, literary and charitable purposes within the meaning of Section 501 ©(3) of the Internal Revenue Code of 1986, as amended.

Amendment of Bylaws. The Bylaws shall be amended at a general membership meeting by a majority of the members in attendance. Proposed changes to the Bylaws shall be sent to the membership at least 30 days prior to a general membership meeting.

Dissolution. The Association may be dissolved at any time by a majority vote of the membership and by due process as provided by the laws of the State of Idaho relating to such matters. The members of the Association consent and agree that the funds remaining after payment of any and all debts shall be distributed to such qualified charitable and/or educational institutions in the State of Idaho as shall be determined by the Board of Directors.

End of Bylaws