Revised: 11-04-07

North Central Forest Landowners Association

Bylaws

Article I: Organization

1. This organization shall be known as the North Central Forest Landowners Association for (McKean, Potter, Cameron and Elk Counties).

Article II: Purpose

2. It is the purpose of this association to provide information, exchange of ideas, and educate its members and others about the methods and benefits of proper forest management.

It will emphasize providing an awareness of best forest management practices to sustain the forest and meet each landowners objectives including recreational, economic and forest conservation values.

3. The association’s educational efforts can consider a wide variety of ownership objectives and recognize the importance of forests to the North Central Region.

Article III: Membership

1. Full membership in the Association shall be open to all owners and/or managers of 5 or more acres of woodland within McKean, Potter, Cameron and Elk Counties (regardless of place of residence). Full membership includes one vote in Association business. Properties of multiple blocks or those held by more than one owner, such as Clubs, corporations, partnerships, estates, etc., shall have one vote.

2. Family Membership in the Association will be two full memberships of any combination of immediate family members such as husband and wife, father or mother, son or daughter, brothers or sisters and includes two votes in Association business.

3. Associate (non-voting) membership in the Association shall be open to all others interested in proper forest management in McKean, Potter, Cameron and Elk Counties.

4. Student (non-voting) memberships are available to full-time students who reside, or attend school in this region and who are interested in proper forest management.

5. The annual dues for Family Membership ($25.00), Members ($15.00), Associate Members ($10.00), and Student Members ($5.00) shall be established by the Board of Directors and approved by a majority vote of the membership at the annual meeting.

6. Membership shall be on a fiscal year basis beginning July 1 and ending June 30. Dues are payable by June 30^th.

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Article IV: Meetings

1. The annual meeting of the association shall be held at such time and place as determined by the board of directors with at least one in each county on a rotation basis.

2. Regular meetings of this association shall be held at least four times a year, or as otherwise determined by the board of directors.

3. Special meetings of the general membership may be called as necessary.

4. Written or printed notice of every regular and special meeting of members shall be prepared and mailed to the last known address of each member, not less than ten days before such a meeting. Such notice shall state the objective or objectives thereof and the time and place of meeting. No business shall be transacted at special meetings other than that referred to in the call.

5. Fifteen per cent of the voting membership shall constitute a quorum for transaction of business at any meeting of the association; but a lesser number may adjourn the meeting for a period of not more than one month.

6. All meetings for the furtherance of this association’s objectives shall be conducted in accordance with Roberts Rules of Order.

7. The order of business at the annual meeting shall be:

a. Call to order

b. Reading and disposal of minutes

c. Reports of officers and committees

d. Unfinished business

e. New business

f. Adjournment

Article V: Board of Directors

1. A board of directors shall manage the business of this association.

2. A special meeting of the board of directors shall be held whenever called by the president or by a majority of the board of directors. Any and all business may be transacted at a special meeting. Each call for a special meeting shall be in writing signed by the person or persons making the same, addressed and delivered to the secretary, and shall state the business to be transacted, and the time and place of such a meeting.

3. Oral or written notice of each meeting of the board of directors shall be given each director by or under the supervision of the secretary of the association not

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less than 48 hours prior to the time of the meeting, but such notice may be waived by all directors, and appearance at a meeting shall constitute a waiver of notice.

4. A majority of the board of directors shall constitute a quorum at any meeting of the board.

5. The board of directors has the authority to appoint an executive director to handle day-to-day operations of the association.

6. The compensation, if any, of the members of the board of directors and of the executive director, shall be determined by the members of the association at any annual or special meeting of the association. No member of the board of directors shall occupy any position in the association on regular salary.

7. The board of directors may request that anyone serve on the board in an advisory capacity. These persons shall be known as associated members of the board of directors. Associated members of the board shall not have a right to vote in matters of the association brought before the directors nor shall they be counted in establishment of a quorum. Any associated members of the board shall serve on the board for a term of one year and may be reappointed for any number of terms.

Article VI - Duties of Directors

1. The board of directors shall have general supervision and control of the business and affairs of the association. They shall install an accounting system that shall be adequate to the requirements of the business and it shall be their duty to require proper records to be kept of all business transactions.

2. At least once in each fiscal year, the President shall appoint an auditing committee of at least three members. The committee shall make a careful audit of the books and accounts of the association and render a report in writing thereon, which shall be submitted to the members of the association at the annual meeting. The committee may secure the services of a competent and disinterested public auditor or accountant.

3. The board of directors shall have the power to carry out all agreements of the association with its members in every way advantageous to the association representing the members collectively.

4. The board of directors shall select one or more banks to act as depositories of the funds of the association and shall determine the manner of receiving, depositing and disbursing the funds of the association and the form of checks and the person or persons by whom same shall be signed, with power to change banks and the person or persons signing such checks and the form thereof at will.

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Article VII - Duties of Officers

1. The president shall preside over all meetings of the association and of the board of directors. The president shall provide, at each annual meeting of the association, an annual report of the work of the association. The president shall perform all acts and duties usually performed by an executive presiding officer. The president shall sign all certificates and papers of the association as he or she may be authorized or directed to sign by the board of directors, provided, however, that the board of directors might authorize any person to sign any or all checks, contracts and other instruments in writing on behalf of the association. The president shall prepare an annual plan of work and present this plan for adoption at the annual meeting of the association. The president shall perform such other duties as may be prescribed by the board of directors. The president shall also be authorized to sign checks.

2. The vice president shall, in the absence or disability of the president, perform the duties of the president with all the rights, privileges, and powers as if he or she has been duly elected president.

3 The secretary shall keep a complete record of all meetings of the association and of the board of directors and shall have general charge and supervision of the books and records of the association. The secretary shall sign all certificates and such other papers pertaining to the association as he or she may be authorized or directed to sign by the board of directors. The secretary shall serve all notices required by law and by these bylaws and shall make a full report of all matters and business pertaining to the office to members at the annual meeting. The secretary shall be custodian of the records and seal of the association. The secretary shall act as secretary of the executive committee. The secretary shall make all reports required by law and shall perform such other duties as may be required by law and shall perform such other duties as shall be required by the association or board of directors. The secretary shall give and serve all notices to members of this association and shall submit to all members of the association minutes of the regular meetings. The secretary shall present to the membership at any meetings any and all communication addressed to him or her as secretary of the association since the last meeting of the membership. The secretary shall submit to the board of directors any communication, which shall be addressed to him or her as secretary of the association. The secretary shall attend to all correspondence of the association and shall exercise all advice incident to the office of the secretary. Upon election of a successor, the secretary shall turn over to the successor all books and other property belonging to the association that may be in his or her possession.

4. The treasurer shall have charge and custody of, and be responsible for, all funds and securities of the association; keep or cause to be kept, full and accurate accounts of receipts and disbursements of these funds placed in his or her care, custody and control; receive and give receipts for monies due and payable to the association from any source and to deposit all such moneys in the name of the association in such banks and trust companies or depositories as shall be selected in accordance with these bylaws; and shall in general perform all duties incident to the office of treasurer. Provide a written annual report. The treasurer is authorized to sign all checks.

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Article VIII: Nomination, Elections, and Terms of Office

1. Elections shall be held biannually.

2. The general membership shall elect the members of directors and officers.

3. The board of directors shall appoint a nominating committee of three members in good standing.

4. The board of directors shall consist of four executive officers (president, vice- president, secretary and treasurer). And one member-at-large from each county.

5. The nominating committee appointed by the board, shall place in nomination, voting members who are in good standing for the election of president, vice-president, secretary, and treasurer, and at-large vacancies on the board of directors (each county must be represented). The nominating committee shall report its nominations to the association members at a meeting prior to elections. Any member, in good standing, may make additional nominations to the executive offices from the floor at the meeting.

6. The term of office for officers shall be two years, commencing January 1 after the election. Contested elections shall be decided by mail ballot.

7. Whenever a vacancy occurs on the board of directors, other than from expiration of a term of office, the remaining directors shall appoint a member to fill the vacancy for the period of the unexpired term. An exception shall be on the vacancy of the president. The vice-president shall then fill the office of president, and the board of directors shall appoint a new vice-president. Voting may be by mail.

Article IX - Majority Vote

1 A simple majority shall be required to pass any motion at any meeting of members of board of directors.

Article X - Amendments

1. These bylaws may be amended by a majority vote of the voting members present at a regular scheduled or a special meeting provided a copy of such amendments is furnished to the board of directors at least one month prior to holding the meeting at which such amendment is voted upon. Voting can be by mail or proxy.

Revision date: approved at the 11-4-07 Membership Meeting