Soil and Water Conservation Society Bylaws

Revised 1995

ARTICLE I - Name

Section 1. Name. The name of the Society (which is incorporated under the laws of the District of Columbia, USA, a nonprofit corporation) shall be SOIL AND WATER CONSERVATION SOCIETY, INCORPORATED.

ARTICLE II - Purposes and Objectives

Section 1. Purpose. The Society is organized for educational, scientific, and charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

Section 2. Objectives. The objectives of the Society are: to advocate the conservation, protection, enhancement and wise use of soil, water and related natural resources; to develop and communicate worldwide a knowledge base on the conservation, protection, enhancement and wise use of soil, water and related natural resources; to promote a stewardship ethic of soil, water and related natural resources that recognizes the interdependence of people, soil, water and natural resources.

ARTICLE III - Members

Section 1. Members and Voting Rights. The members of the Society shall consist of regular members, student members, sustaining members, life members, fellows, honorary members and special members, as specified in this Article.

All individual regular members, sustaining members, and life members shall have the right to vote upon any proposition or in any election of at-large or regional directors, except in meetings of the International Chapter Advisory Council, in which only Chapter delegates may vote.

All student members shall have the right to vote in any election of a student director or an at-large director.

Section 2. Qualifications for Membership. Members shall be persons who, with respect to the conservation, protection, enhancement and wise use of soil, water and related natural resources are or have been engaged in: (a) practicing or teaching, (b) carrying on research, technical assistance or educational work, (c) administering activities, or (d) pursuing a personal interest.

Section 3. Regular Members. Regular members shall be all members not included in one or the other categories of membership described in this category.

Section 4. Student Members. Student members shall include those students who are enrolled on a full-time basis, as defined by the Board of Directors (hereafter referred to as "Board"), in an accredited college or university and who are pursuing a course of arts or sciences studies related to the conservation, protection, enhancement and wise use of soil, water and related natural resources.

Section 5. Sustaining Members. Sustaining members shall be organizations, agencies, institutions, corporations, firms or individual members paying annually an amount prescribed by the Board to advance the objectives of the Society.

Section 6. Life Members. Life members shall be those individuals who have been members ten consecutive years who desire to pay a final amount prescribed by the Board to become lifetime members of the Society.

Section 7. Fellows.

(a) Fellows shall be selected from members who have (i) performed exceptionally outstanding service in carrying out the objectives of the Society, (ii) achieved outstanding recognition as leaders in directive or individual work related to the objectives of the Society, (iii) a well-known record and reputation among the membership, (iv) had a membership in the Society for a minimum of ten years, and (v) made a significant contribution to the Society through activities carried out in behalf of Society.

(b) Nomination for the grade of fellow shall be made according to criteria and nominating procedures set forth by the Board. Election to the grade of fellow shall be by affirmative vote of at least three-fourths of the Board, except that a Board member who is a nominee shall not vote on his or her own election. A suitable certificate of recognition shall be presented to each newly elected fellow.

Section 8. Honorary Members. Honorary members shall be those individuals elected for this honor by the membership.

Section 9. Termination of Membership. Membership may be terminated by voluntary resignation, by failure to pay dues or by two-thirds vote of the Board. Termination of membership for reasons other than voluntary resignation or nonpayment of dues shall be preceded by 30 days notification before action is taken against the members whose membership is in jeopardy so that such member shall have an opportunity to defend himself or herself against accusations made or pending against him or her.

Section 10. Qualification of Applicants. Except as otherwise provided in these bylaws, the executive vice president shall determine the qualification of all applicants for membership but may refer any doubtful question in respect thereto to the Board. In case of an adverse ruling by the executive vice president upon an application the applicant may appeal to the Board, whose decision shall be final.

Section 11. Special Members. Contributors and Subscribers. In addition to the preceding categories of membership, the Board may appoint or designate special members, contributors and subscribers in accordance with criteria specified by the Board. Special members, contributors and subscribers shall not be provided voting rights or hold office in the Society.

ARTICLE IV - Society Meetings

Sections 1. Society Meetings. The annual meeting of the Society shall be held in a place and at time to be determined by the Board. Notice of the annual meetings shall be provided to the membership at least three months in advance in a manner determined by the Board.

ARTICLE V - Board of Directors

Section 1. Board of Directors. The Society shall have a governing body known as the Board of Directors, consisting of nine board members elected from each of the regions as described in Sections 2 and 3; three members elected at-large by all Society members; one student member elected by all student members; and the Executive Vice President, serving ex-officio as a non-voting member. Each member of the Board shall be a regular member, student member, sustaining members or life member of the Society at the time of election and for the duration of the term of office.

Section 2. Regions.

(a) The present regions established for election of Board members are:

1.Northeastern Region, comprising the state of Maine, New Hampshire, Vermont, Massachusetts, Rhode Island, New York, Connecticut, Pennsylvania, New Jersey, Delaware, Maryland, and District of Columbia;

2.Southeastern Region, comprising the states of Virginia, North Carolina, South Carolina, Georgia, Florida, the Commonwealth of Puerto Rico, and the Virgin Islands;

3.South Central Region, comprising the states of Alabama, Mississippi, Louisiana, Arkansas, Tennessee, and Kentucky;

4.East North Central Region, comprising the states of Indiana, Michigan, Ohio, and West Virginia;

5.West North Central Region, comprising the states of Illinois, Wisconsin, Iowa, Minnesota, and Missouri;

6.Northern Plains Region, comprising the states of North Dakota, South Dakota, Nebraska, Colorado, Wyoming, and Montana;

7.Southwestern Region, comprising the states of Kansas, Oklahoma, Texas, New Mexico and the Republic of Mexico;

8.Western Region, comprising the states of Arizona, California, Idaho, Nevada, Oregon, Utah, Washington, Alaska, Hawaii, and the Territory of Guam and other US territories in the Pacific;

9.Canadian Region, comprising all of Canada.

(b) The Board may alter regional boundaries from time to time, when requested to do so by the International Chapter Advisory Council or by an individual chapter or council of chapters that wishes to be placed in a different region. In acting on a request for change in regional boundaries, the Board shall consider factors including (i) national boundaries, (ii) eco-region bouncers, (iii) compactness of the region, and (iv) relative size of the membership among regions. Chapter affected by a proposed change in regional boundaries shall be afforded an opportunity to be heard before final action is taken by the Board.

Section 3. Board Members.

(a) Regional and at-large Board members shall be elected for 3-year terms, except as stated herein. The terms of office for elected Board members shall begin immediately following the Society=s annual meeting after the election. The regional Board member elections shall be so arranged that regions 2, 4, and 6 shall elect the Board members in the same year; regions 1, 5, and 8 the following year; and regions 3, 7, and 9 the next year. One at-large Board member shall be elected each year. In case of a regional or at large vacancy, a Board member shall be elected at the next regular election to fill the balance of the unexpired term beginning following the next Society annual meeting. The term of the student Board member shall be for one year.

(b) Any questions regarding the election or term of any Board member not covered by these bylaws shall be determined by the Board.

(c) Regional Board members shall represent the interests of all members of the Society, with specific responsibilities to the members and chapter within their respective regions as required by the Board.

(d) The student Board members shall represent the interest of all members with specific responsibilities to student members and student chapters on affairs of the Society. He or she shall carry out the responsibilities required by the Board.

Section 4. Nomination and Election Procedure.

(a) The President shall appoint a Nominations Committee of ten members, consisting of a chairperson and one member from each of the Society=s nine regions. The regional members of the committee shall serve three year terms in the same sequence as regional Board members. The chairperson of the Nominations Committee will be appointed annually. The President=s candidates for appointment to the Nominations Committee shall be approved by a vote of the Board no later than nine months before the annual meeting.

(b) The Nominations Committee shall nominate and submit to the Executive Vice President not later than seven months before the annual meeting a list of candidates whom the committee deems meets the qualifications for Board membership and who have consented to have their names appear on the ballot, including at least one candidate for each position to be filled.

(c) The Nominations Committee shall accept recommendations from Society members and chapters for nominees, as specified in this Article and Section.

(d) Recommendations for nominees may be made and presented to the Nominations Committee (1) if adopted by a chapter at a regular meeting, at a special meeting called for such purpose, or by the Executive Committee of the chapter if authorized to do so at a regular chapter meeting; (2) if adopted by a state council of chapters at a regular meeting, at a special meeting called for such purpose, or by the Executive Committee of the state council of chapters if authorized to do so at a regular state council of chapters meeting; or (3) if signed by 20 or more voting members of the Society, who may or may not be members of a chapter. All recommendations for nominations, in order to by considered, must reach the Nominations Committee by the date established by the Board.

(e) The number of candidates on the ballot presented to the membership within a region for voting for a regional Board member shall not exceed the number of states, provinces, territories, or combination thereof in the region for which the Board member is to be elected. Not more than one candidate from a chapter may be on the ballot for this position.

(f) The annual election shall be by mail ballot as hereinafter provided.

(g) At least 30 days prior to the election date, the Executive Vice President shall mail a notice thereof to each member of the Society who is in good standing, together with instructions for voting and a written or printed ballot containing a list of all candidates certified by the Nominations Committee. Suitable ballot envelopes shall be enclosed.

Section 5. Elections Committee.

(a) An Elections Committee shall be composed of at least four Society members (excluding staff and Board members) who shall be confirmed by the Executive Committee and who shall agree, upon appointment by the President, to count ballots at the headquarters office on a date previously designated by the Board. The committee chair shall be confirmed by the Executive Committee and appointed by the President.

(b) The Executive Vice President shall receive, record, and safeguard the ballots as stipulated by Board policy.

(c) Within five office working days after the election date, the Executive Vice President shall deliver, unopened, to the chair of the Elections Committee, all official ballot envelopes received from qualified voters, with certification to that effect, at which time the Elections Committee shall meet and count the ballots.

(d) The Elections Committee shall perform their duties and responsibilities and document the results of their count as stipulated by Board policy.

(e) The candidate receiving the greatest number of votes for each position shall be elected to that position. In case of a tie vote for a position in any election, the Board shall determine who shall be certified to that position by the drawing of straws.

(f) The Elections Committee shall certify the results of the election to the President and shall deliver the ballots and an attested copy of each certification to the Executive Vice President, who shall hold the same available for inspection by any member for six months thereafter, whereupon the ballots may be destroyed.

(g) Announcement of the results of the election shall be made by the President at the annual meeting and through publication in the official organ of the society.

(h) The Board may adopt policy to cover future procedural details of elections to govern items not specified herein.

Section 6. Duties of the Board. The Board shall (1) control and manage the affairs and funds of the Society; (2) fill, until the next annual election, any vacancy occurring in the membership of the Board; (3) employ an Executive Vice President; (4) recommend to the Society membership the adoption of amendments to or revisions of the bylaws; (5) identify important soil, water, and related natural resource issues to be addressed by the Society; and (6) perform such other duties as may be prescribed in the bylaws. A majority of the voting members of the Board shall be required for a quorum for the transaction of business and, except as may be otherwise specifically provided in the bylaws, a majority vote of quorum of the board voting on any matter within the scope of the authority of the Board shall be required for its determination.

Section 7. Meetings of the Board. Meetings of the Board may be called by the President or by a majority of the voting members of the Board. At least 10 but no more than 50 days notice of the date and place of each meeting and the general nature of the business to be acted upon shall be given to all members of the Board by mail or in person.

Section 8. Executive Committee. An Executive Committee consisting of the President, Vice President, Treasurer, Secretary and the Executive Vice President shall conduct routine and emergency business as directed by the Board. A majority of the Executive Committee shall be required for the transaction of any business. In actions by the Executive Committee each member named in this section shall have an equal vote.

Section 9. Committees and Task Forces. Except as otherwise provided in these Bylaws, standing or temporary committees and issue/problem-oriented task forces may be established by the Board for any purpose within the scope of the objective of the Society. Special temporary committees may be established by the President for like purposes not otherwise provide for. The President shall appoint the members of all committees and task forces, except as otherwise directed by these Bylaws or by the board. All committees and task forces shall report on their activities as directed by the creating authority.

Section 10. Finance Committee. A Finance Committee, including but not limited to the Treasurer and Executive Vice President, shall be appointed by the President to advice the Board and the officers regarding the annual budget, the handling of the Society=s funds and investments, and any other business matters of the Society.

ARTICLE VI - Officers

Section 1. Principal Officers. The principal officers of the Society shall be the President, Vice President, Secretary, Treasurer, and Executive Vice President, each of whom shall be a regular member, sustaining member or life member.

Section 2. Term of Office. The term of office of elected and appointed officers shall commence immediately following the Society=s annual meeting after their election or appointment and continue until immediately following the next annual meeting, except as provide in Sections 4 and 5 of this article.

Section 3. Assumption of Office and Election. The President, Vice President, Secretary and Treasurer shall be elected by the Board from among Board members at the next regularly scheduled Board meeting following the Society=s election of Board members. In case of a tie vote in any election, the Board shall determine who shall fill the position by the drawing of straws.

Section 4. Executive Vice President. The Executive Vice President shall be appointed by the Board, and shall serve at the pleasure of the Board.

Section 5. Term of Office. Each officer, except the Executive Vice President, shall serve a one-year term which will begin immediately following the Society=s annual meeting and serve until his or her successor has been elected, appointed or assumed office and has qualified. Officers may succeed themselves, if so elected, appointed or having assumed office.

Section 6. Duties of the President. The President shall preside at meetings of the Society, the Board, and Executive Committee; shall appoint all committees, unless otherwise directed by the bylaws of the Board; and shall perform all other duties incident to his or her office.

Section 7. Duties of the Secretary and Treasurer. The Secretary shall ensure that accurate records of Society actions are kept. The Treasurer shall ensure that accurate financial accounts of the Society are kept, and that the financial accounts are audited at the close of each fiscal year and at other times as directed by the Board.

Section 8. Succession. In the event of the absence or disability of the President, the Vice President shall serve in the capacity of the President. In the event of the absence or disability of the Vice President, the line of succession shall be to the Treasurer and then to the Secretary.

Section 9. Duties of the Executive Vice President. The Executive Vice President shall be the executive officer of the Society under the general direction and control of the Board. He or she shall have full employment authority within a Board approved staffing plan, authority to disperse funds within Board limitations, and enter into contracts and agreements within the parameters prescribed by the Board. He or she shall issue notices of all meetings of the Society and of the Board; countersign all deeds, leases and conveyances, and/or other official documents executed by and on behalf of the Society affix the seal of the Society thereto when appropriate; keep such other papers as shall be required or directed to be sealed; keep a record of the proceedings of the Board; keep safely and systematically all books, papers, records, and documents belonging to the Society or in any way pertaining to the business thereof; and perform all other duties incident to the office of Executive Vice President.

Section 10. Report of Officers. The President, Executive Vice President and Treasurer shall report to the Society at the annual meeting regarding their respective activities and the affairs of the Society with which they were concerned during the preceding year. The report shall cover the fiscal year ending March 31 and such future time as may be practicable.

ARTICLE VII - Dues and Finances

Section 1. Dues.

(a) The annual dues of each category of membership shall be determined by the Board based on the needs of the Society.

(b) Any special rate dues category determined by the Board, for reasons such as retirement or additional members of the same family, shall not change the category of membership to which the member is otherwise entitled.

Section 2. Dues Payable Dates. Dues shall be payable annually in advance of the member=s declared anniversary date. Any member in arrears shall be delinquent and shall forfeit all privileges of membership until his or her dues are paid.

Section 3. Finances.

(a) No part of the net earnings of the Society shall inure to the benefit of, or be distributable to, its members, directors, officers, or other private persons, except that the Society shall be authorized and empowered to pay reasonable compensation for service rendered and to make payments and distributions in furtherance of the purpose set forth in Article II hereof. No substantial part of the activities of the Society shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the Society 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. Notwithstanding any other provision of these articles, the Society shall not carry on any other activities not permitted to be carried on (1) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) or (2) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).

(b) No compensation shall be paid to any elected officer or Board member.

(c) Board members, committee members, and other representatives of the Society may, if expressly authorized by the Board, be reimbursed for actual expenses incurred in attending meetings or transacting Society business.

Section 4. Fiscal Year. The fiscal year of the Society shall be from April 1 through March 31 following. Prior to the beginning of each fiscal year the Executive Vice President, working with the Finance Committee, shall prepare and submit to the Board an itemized budget for the coming year. Upon approval of the budget by the Board, the Executive Vice President may make expenditures within the provisions and limitations of the budget as approved or amended by the Board without future authorization. Otherwise, no expenditures shall be made without express authorization from the Board. The Board may amend the budget at any time.

Section 5. Gifts. The Society may receive gifts, bequests, donations, grant, or funds for any purpose within the scope of its objectives.

ARTICLE VIII - Chapters, Student Chapters and State Council of Chapters

Section 1. Chapters. A chapter of the Society may be authorized by the Board upon written petition of 10 or more members. The officers of each chapter shall include a president, a president-elect, a secretary and such other officers as the chapter may deem necessary. Each officer of a chapter shall be a dues-paid member of the Society.

Section 2. Student Chapter. A student chapter of the Society may be authorized by the Board upon written petition of 10 or more student members. Four or more student members may organize a student branch to be affiliated with a regular chapter.

Section 3. Council of Chapters. A council of chapters may be authorized by the Board in any state, province, or territory in which more than one chapter exists. A council may be authorized upon receipt of written resolutions from a majority of the chapters in any state, province or territory. The officers of each such council of chapters shall include a president, a president-elect, a secretary and such officers as the council may deem necessary. Any such council of chapters may serve as a coordinating and promotion body for the chapters it represents, but shall not limit the rights of the chapters or their access to the Society=s Board.

Section 4. Bylaws and Debts of Affiliates. Any chapter, student chapter or council of chapters may, subject to the approval of the Board, adopt such bylaws as it may find expedient, provided that no part thereof shall conflict with the articles of incorporation or the bylaws of the Society. No chapter bylaws may provide for chapter membership privileges of voting and holding office in the chapter by any person who is not a member of the Society. The Society shall not be responsible for the debts or obligations of any chapter, student chapter or council of chapters.

Section 5. Meeting of Affiliates. Each chapter, student chapter and council of chapters must hold at least one meeting each year to retain its authorization and chapter.

Section 6. Termination of Existence of Affiliates. The Board may rescind the authorization and terminate the existence of any chapter, student chapter or council of chapters. Any chapter or student chapter that fails for two successive years to maintain a minimum of ten members in good standing in the Society may, at the discretion of the Board, be required to forfeit its title and rights under these bylaws. Any council of chapters that fails for two successive years to maintain participation of 50 percent of the chapters within the geographic boundary of such council of chapters may, at the discretion of the Board, be required to forfeit its title and rights under these bylaws.

Section 7. Geographical Area. Every application for a chapter or council of chapters charter shall include a description of the geographical area proposed to be served. In case of a conflict over territory between the applicants for a new charter and an existing chapter or council of chapters, the Executive Vice President shall notify the parties concerned and allow them an opportunity to determine the boundaries in dispute by mutual agreement, subject to the approval of the board. Failing such determination, the Board shall determine the boundaries.

Section 8. Chapter Affiliation. A Society member may affiliate with a chapter or council of chapters outside the geographical area in which he or she lives.

Section 9. Meeting Attendance. Any Society member may attend the meetings of any chapter or council of chapters, but may vote in the one(s) to which he or she is affiliated.

Section 10. Change of Membership. A member may change his or her membership from one chapter or council of chapters to another by notifying in writing the Executive Vice President and the President of any chapter or council of chapters.

ARTICLE IX - International Chapter Advisory Council

Section 1. Advisory Body. The Society shall have an advisory body known as the International Chapter Advisory Council. The Council shall consist of one official delegate from each chapter, with 10 or more members. If an official delegate is absent, his or her designated alternate may serve.

Section 2. Selection and Qualification.

(a) A chapter may select its delegate and alternate delegate by (1) action of its governing body or (2) by vote of its member during its annual election of officers or its annual business meeting.

(b) A chapter must submit the name of its official delegate and one alternate to the Executive Vice President at least 60 days prior to the annual meeting.

(c) The Board may prescribe additional qualifications of official delegates.

Section 3. Term.

(a) The term of service of a delegate and his or her alternate shall commence a minimum of 60 days prior to, and extend through the annual meeting.

(b) There shall be no limit on the number of terms a delegate may serve, provided he or she is duly selected and certified for each term as provided by this article.

Section 4. Other Offices. A delegate may hold other chapter offices. However, a Board member of the Society shall not be eligible for selection as a chapter delegate or alternate.

Section 5. Purpose. The purpose of the International Chapter Advisory Council is to advise the Board on natural resource issues and to advice the Board on matters affecting chapters.

Section 6. Officers. The Vice President of the Society shall be the chairperson, and the Executive Vice President or his or her designee, shall be the secretary of the International Chapter Advisory Council.

Section 7. Meeting. The International Chapter Advisory Council shall meet in conjunction with the Society=s annual meeting. The Council=s advice may be sought at other times at the call of the chairperson or the secretary and such advice may be rendered through the mail or electronically.

Section 8. Decisions. A roll call vote shall be taken at the discretion of the chairperson. A majority of the votes cast by delegates in attendance at the annual meeting of the International Chapter Advisory Council shall decide any issue to recommend to the Board.

Section 9. Expenses. The Society shall not be required to pay the travel and meeting expenses of delegates.

ARTICLE X - Scholarships, Awards

Section 1. Scholarships, Awards, Etc. The Society may from time to time, at the direction of the Board, offer scholarships, medals, or other awards in recognition of outstanding work or ability in the field of natural resources. Such scholarships, medals and awards shall be offered on a nondiscriminatory basis, and Board members shall not participate in the granting of such items to the family members, as defined in Internal Revenue Code Sec 267(e)(4).

ARTICLE XI - Amendments

Section 1. Amendments. These bylaws shall be amended when a proposal submitted by the Board is approved by a two-thirds vote of the members voting on the proposal by mail at a regular annual election or at a special election called by the Board. A copy of the proposed amendment, with a ballot stating clearly its general object and referring to the copy for particulars, shall be mailed by the Executive Vice President to each member of the Society, in good standing, at least 30 days before the date set for the election. An amendment shall, unless otherwise provided therein, be effective immediately upon its adoption. The ballots for any proposed amendment shall be mailed, handled and counted as provided for the election of Board members, and the results shall be announced by the President as soon as possible.

ARTICLE XII - Miscellaneous Provisions

Section 1. Corporate Seal. The Board of Directors may provide for a corporate seal which shall be circular in form and shall bear the name of the Society and the words "Corporate Seal." The Executive Vice President shall be custodian of the seal. The Board of Directors may authorize a duplicate seal to be kept and used by another officer.

Section 2. Fiscal Year and Audit. The fiscal year of the Society shall end at the close of business on March 31 each year. The Board of Directors shall appoint a certified public accountant to audit the books and records of the Society and provide a written report.

Section 3. Voting of Stocks Owned by the Society. In the absence of a resolution of the Board of Directors to the contrary, the President of the Society or the President Elect acting within the scope of his or her authority, as provided in Article VI, Sections 6 and 8 of these bylaws, are authorized and empowered, on behalf of the Society, to attend, vote, and grant discretionary proxies to be used at any meeting of shareholders or stockholders of any corporation in which this Society holds or owns shares of stock and in that connection, on behalf of the Society, to execute a waiver of notice of any such meeting. The Board of Directors shall have authority to designate any officer or person as a proxy or attorney-in-fact to vote share of stock an any other corporation in which the Society may own or hold shares of stock.

Section 4. Nonliability. A director, officer, employee, member, or other volunteer of the Society is not liable for the Society=s debts or obligations and a director, officer, employee, member, or other volunteers not personally liable in that capacity, for a claim based upon an act or omission of the person performed in the discharge of the person=s duties, except for a breach of the duty of loyalty to the Society, for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law, or for a transaction from which the person derives an improper personal benefit. If this limitation of liability is too broad, then the above provisions shall be enforced to the fullest extent as provided by law. If District of Columbia law is hereafter changed to permit future elimination or limitation of the liability of directors, officers, employees, members, or other volunteers for monetary damages to the Society, then the liability of such director, officer, employee, member, or other volunteer of this Society shall be eliminated or limited to the full extent then permitted. The directors, officers, employees, members or other volunteers of the Society have agreed to serve in their respective capacities in reliance upon the provisions of this Article.

Section 5. Indemnification. This Society shall indemnify directors, officers, employees, members, or other volunteers of this Society, and each director, officer, employee, member, or other volunteer of this Society who is serving or who has served at the request of this Society, as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan to the fullest extent possible against expenses, including attorneys= fees, judgments, penalties, fines, settlements, and reasonable expenses, actually incurred by such director, officer, employee, member, or other volunteer relating to such person=s conduct as a director, officer, employee, member, or other volunteer of this Society or as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan, except that that mandatory indemnification required by this sentence shall not apply (a) to breach of such director=s, officer=s, employee=s, member=s, or other volunteer=s duty or loyalty to the Society; (b) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law; (c) for a transaction from which such director, officer, employee, member, or other volunteer derived an improper personal benefit or against judgment, penalties, fines, and settlements arising from any proceeding by or in the right of the Society, or against expenses in any such case where such director, officer, employee, member, or other volunteer shall be adjudged liable to the Society.

Section 6. Corporate Powers and Purposes. The Society shall have unlimited power to engage in and to do any lawful act concerning any and all lawful purposes for which corporations may be organized under the provision of the District of Columbia Nonprofit Corporation Act, title 29 DC Code, Section 501, et. seq. (ed.1981), as amended. The Society is organized and shall be operated exclusively and irrevocably for educational, charitable, and scientific purposes.

Section 7. Prohibited Transactions. No part of the net earnings of this Society shall inure to the benefit of any individual. No loans shall be made by the Society to its directors or officers. This Society shall not engage in a prohibited transactions, as defined in the Internal Revenue Code of the United States, or any amendment thereto. This Society shall not: (a) lend any part of its income or corpus, without the receipt of adequate security and a reasonable interest, to; (b) pay any compensation, in excess of a reasonable allowance for salaries, or other compensation for personal services actually rendered, to; (c) make any part of its services available on a preferential basis, to; (d) make any substantial purchase of securities or any other property, for less than an adequate consideration in money or money=s worth, to; or (e) engage in any other transaction which results in a substantial diversion of its income or corpus, to; any person who has made a substantial contribution to this Society.

Section 8. Informal Action by Members or Directors. Any action required or permitted by law or the Articles of Incorporation or these Bylaws to be taken at a meeting of the Board of Directors, may be taken without a meeting if consent in writing setting forth the action so taken shall be signed by all of the directors.

ARTICLE XIII - Dissolution

Section 1. Actions at Dissolution. Upon the dissolution of the Society, the Board of Directors shall, after paying or making provisions for the payment of all the liabilities of the Society, dispose of all of the assets of the Society to a nonprofit organization(s) or institution(s) with objectives similar to the Soil and Water Conservation Society as shall at the time qualify as an exempt organization or organizations under Section 501 (c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law), as the Board of Directors shall determine. Any of such assets not so disposed of shall be disposed of by the District Court of the County in which the principal officer of the Corporation is then located, exclusively for such purposes or to such origination of organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. In no event will any Board member, employee, or member benefit from such assets except for authorized expenses incurred by such Board member, employee, or member in conducting Society business.