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Charter and Bylaws adopted May 4, 2001. Amended July 11, 2003

CHARTER OF THE POTOMAC COUNCIL

The Potomac Council serves as collaborative Conservation District body to promote and facilitate the best water quality management practices required to achieve nonpoint source pollution reductions in the waters of the Potomac River watershed. The Potomac Council is composed of representatives from all six Soil and Water Conservation Districts in the Virginia portion of the Potomac River watershed (excludes the Shenandoah).

Goals and Purposes

The Potomac Council is established to:
· Serve as a regional forum for Soil and Water Conservation Districts and best utilize the knowledge, financial, and administrative resources of all the participating districts within the Virginia portion of the Potomac River watershed.
· Coordinate nonpoint source pollution reduction and water quality management programs and efforts.
· Serve as a catalyst to enhance communication, cooperation, and collaboration among government agencies, organizations, and individuals to foster programs and policies that improve water quality within the Potomac River watershed.
· Promote application of personnel and financial resources in a manner that results in the protection, preservation, and improvement of soil and water environments.
· Facilitate the sharing of technical information, including water quality management strategies and protocols, among policy makers, decision-makers, and citizens of Virginia.
· Serve as a catalyst for the creation of various forums among policy makers, technical personnel, and members of the public to discuss water quality management policy options for the Potomac River watershed, including:
¨ Sponsorship of Potomac watershed wide symposia and workshops.
¨ Organization of focus groups to develop optimized watershed based NPS reduction plans.
· Promote creation of and support a Potomac Watershed Roundtable whose membership is drawn from federal, state, county, and city government; soil and water conservation districts; policymakers from jurisdictions within the Virginia Potomac River Watershed; and citizen representatives from stakeholder groups within the Virginia Potomac River Watershed. This Roundtable will:
¨ Serve as a Virginia Potomac River Watershed-wide collaborative body to help achieve effective collection, interpretation, and dissemination of environmental data to support the implementation of sound water quality management policy and practices.
¨ Address the full range of aquatic resources - including ground and surface waters, freshwater, estuarine, and marine environments - and associated watershed characteristics in the Virginia portion of the Potomac River watershed.

BYLAWS

The Potomac Council was established November 8, 1999, in response to needs identified and supported by consensus of the Virginia Soil and Water Conservation Districts in the Potomac River watershed working with the Virginia Department of Conservation and Recreation. The Potomac Council seeks to foster cooperation among groups involved in all types of water quality management activities. The Potomac Council is interested in physical, chemical, and biological measures of water quality, as well as the evaluation of those factors that affect changes in water quality and quantity. The Potomac Council will work closely with all relevant groups to develop sound water quality management strategies for improving water quality in the Potomac River Watershed.

Name
This organization shall be the POTOMAC COUNCIL.

General Membership
Each Virginia Soil and Water Conservation District in the Potomac River watershed will appoint one representative and one alternate to represent its District on the Potomac Council. The Virginia Department of Conservation and Recreation (DCR), Potomac Watershed Manager, or his designee, will be a non-voting member of the Potomac Council. Each District will have one vote on the Potomac Council.

Meetings
All meetings will be open to the public except when provided by the Code of Virginia, Title 2.2, Section 2.2-3711, Freedom of Information Act. In such cases, the Council may go into closed session following a majority vote of members present. The Potomac Council will certify when it comes out of closed session that only those issues eligible for discussion in the closed session were discussed.

Meetings of the Potomac Council shall by held quarterly at such time and place as determined by the Chair in discussion with Council members.

Special meetings of the Potomac Council may be called as needed by the Chair or a majority vote of the members.

Meetings of the Executive Committee shall be called as required by the Chair or by a majority vote of the Executive Committee members.

Meetings of Committees shall be called by the Chair of the Council, the Committee Chair or by a majority vote of the members of the Committee.

Potomac Council
The Council shall provide direction on Potomac Council activities and approve the formation and tasks of committees.

The Council shall consist of six voting members who will represent the six Soil and Water Conservation Districts within the Virginia Potomac River Watershed. The participating Soil and Water Conservation Districts shall appoint their representative and an alternate to the Potomac Council. The appointed representative must be an elected, appointed or associate District Director. The alternate may be an elected, appointed or associate District Director or District staff. Each District will appoint their representative and alternate as an official act of their District and inform the Chair of the Potomac Council of their selection in writing.

Members will serve for one year; reappointment is acceptable. A vacancy on the Council will be declared if a representative misses three consecutive meetings of the Council. A Soil and Water Conservation District is responsible for filling a vacancy on the Potomac Council resulting from the resignation or removal of their previous representative or alternate.

The Department of Conservation and Recreation is responsible for filling a vacancy resulting from the resignation or removal of its non-voting representative.

Officers
The Officers of the Potomac Council shall be a Chair, and a Vice-Chair The financial officer for the Council shall be a designated soil and water conservation district.
Executive Committee of the Potomac Council. The two officersand the immediate past Chairshall constitute the Executive Committee of the Potomac Council. The Executive Committee will advise the Chair on all matters including personnel and contract decisions. The DCR Potomac Wataershed Manager, or his designee, may serve as an advisor to the Executive Committee.

Officers shall be elected at an annual meeting held in December. Officers shall be elected from the representatives (not alternates) to the Potomac Council and shall hold office until the next annual meeting of the Potomac Council, subject to prior removal or resignation. The Potomac Council Chair will appoint a nominations committee to be responsible for the election process.

Resignation, Removal and Vacancy. Any officer may resign from office at any time by giving written notice to the Chair or the Potomac Council. Any officer may be removed by a two-thirds vote of the Potomac Council or by missing three consecutive meetings of the Executive Committee and/or the Potomac Council. The Potomac Council will fill an officer vacancy occurring for any reason.

The Chair shall preside at all meetings. The Chair will also serve as the primary supervisor of staff and contracts. The Chair may enter into contracts and agreements in the name of Potomac Council, subject to such limitations as the Potomac Council may prescribe.

The Vice-Chair shall exercise the powers of the Chair in the event of the Chair’s absence or inability to perform. The Vice-Chair will oversee the work of the Committees by making sure each Committee has a Chair and by working closely with the Committee Chairs.

A designated soil and water conservation district shall keep records of all meetings of the Potomac Council, maintain membership lists, and perform other duties incident to the office of Secretary. A soil and water conservation district will be designated as the financial officer and shall, in consultation with the Council Chair, exercise oversight of funds and securities belonging to the Potomac Council. The Soil and water Conservation District that is serving as the financial officer for the Councilshall make a financial report at each meeting of the Potomac Council and at such Executive lCommittee meetings as are required.

Meetings of the Potomac Council
An annual meeting of the Potomac Council will be held in December of each year to review progress and elect officers for the following calendar year.

The Potomac Council shall hold quarterly meetings for the purpose of transacting business as required.

The time and place of all regular meetings of the Potomac Council shall be as designated by the Chair in consultation with the Potomac Council.

Special meetings of the Potomac Council shall be called by the Chair or upon request of a majority of the Potomac Council.

At least four Districts or their proxies must be present at a meeting to constitute a quorum. Votes will pass by simple majority of the voting Potomac Council members present at the meeting.

A proxy of an absent representative of a District may be assignedto any Potomac Council member from any other District. This proxy voting provision is designed to reduce the rescheduling of Council meetings but proxy voting is discouraged.

Any action required by the Potomac Council may be taken without a meeting if consent is obtained from a majority of the Potomac Council. The Chair shall be responsible for reviewing such action obtaining affirmation at the next Potomac Council meeting.

Committees
The Potomac Council shall have the power to establish and dissolve committees, or appoint a Chair to form a committee. Such Committees shall be created to address whatever purposes the Potomac Council deems appropriate and can be either permanent or ad hoc. Membership on Committees can be drawn from outside of those persons named as eligible members of the Potomac Council but only those members eligible for membership in the Potomac Council can serve as Committee Chairs unless otherwise authorized by a vote of the Potomac Council. Each Committee shall elect a Committee Chair (if not appointed by the Potomac Council) and Vice-Chair. Committee Chairs shall have the authority to establish subcommittees as necessary to fulfill their charge.

Finance
The Potomac Council will operate on funds provided by the Virginia Department of Conservation and Recreation and/or funding from other sources as shall be identified and received. The terms of the grant signed by the Potomac Council Chair and DCR are binding on the Potomac Council. The funds for the payment of staff or contracts may come from sources other than the Potomac Council.

The Potomac Council will determine annually a budget for the following year’s operations. The Potomac Council will determine annually a required amount of carryover funds for the next year’s contingencies, based on an estimate of the next year’s budget for normal Council activities. The fiscal year of the Potomac Council shall be concurrent with that of the Commonwealth of Virginia, July 1 through June 30.

All checks, drafts, or orders for the payment of money authorized by the Potomac Council shall be signed by the Potomac Council financial officer. Checks up to the amount of $500 can be authorized by the Chair of the Potomac Council and signed by the financial officer. Potomac Council approval will be required for checks over $500. Disbursements may be made for expenditures approved as part of the Potomac Council’s annual budget The Potomac Council will operate under the accounting procedures of the Soil and Water Conservation District acting as financial officer for the Council.

Amendments
These bylaws may be amended, repealed, or modified by the Potomac Council by a two-thirds vote at the next regular meeting following the introduction of a proposed amendment or modification.

Certification
In Witness Whereof, the undersigned Chair of the Potomac Council hereby certifies that the above is a true and correct copy of the by-laws of the Potomac Council duly approved by the Potomac Council on May 4, 2001, and as amended on July 11, 2003.

______________________________
Martin Nohe
Chair of the Potomac Council