Bylaws of the Wyoming Weed Management Association, Approved November 28, 2005, Amended January 20, 2010

Article I – Name, Office, and Mission

Section 1.1: The name of this organization shall be the “Wyoming Weed Management Association” (WWMA) hereinafter called the “Association”. The principal office shall be located within the State of Wyoming as determined by the Board of Directors, hereinafter called the “Board”;

Section 1.2: The mission of WWMA is to facilitate effective management of invasive plants in Wyoming.

Article II – Objectives

Section 2.1: To encourage the proper use of integrated weed management practices within the state of Wyoming;

Section 2.2: To facilitate communication and the exchange of information regarding all aspects of exotic pest plant control and management;

Section 2.3: To promote public awareness of, and education regarding, exotic, invasive and noxious species as well as management of these species that leads to sound and sustainable land stewardship;

Section 2.4: To provide for professional development of individuals who manage weeds, regardless of affiliation;

Section 2.5: To support and foster cooperation between commercial, private, and public organizations and interests within Wyoming and surrounding states regarding weed management.

Section 2.6: To exercise such other powers which are not or hereafter may be conferred by law upon a corporation organized for the purposes hereinabove set forth, or necessary or incidental to the powers so conferred, or conducive to the attainment of the purposes of the corporation, subject to the further limitation and condition that, notwithstanding any other provision of these Articles, only such powers shall be exercised as are in furtherance of the tax-exempt purposes of the corporation under Section 501(c)(5) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended. The internal affairs of the corporation shall be managed by the Board of Directors and officers of the corporation as provided under the corporate bylaws.

Section 2.7: To engage in and do any and all lawful activities incident to the foregoing purposes and to any other lawful purposes for which nonprofit corporations may be organized under the Wyoming Nonprofit Corporation Act, as the same may be amended and in effect from time to time.

Article III – Membership

Section 3.1: Membership shall be open to anyone interested in the objectives of the Association;

Section 3.2: The Association shall have only natural persons as members. Members shall qualify by the payment of dues set from time to time by the Association’s Board;

Section 3.3: All voting members of the Association in good standing who are present at any Annual Association Meeting shall constitute a quorum.

Article IV – Organizational Structure

Section 4.1: Officers and Board of Directors

The officers, as enumerated below, of the Association shall serve as the Board of Directors

(a) Immediate past President

(b) President, having immediately served previously as President-elect;

(d) Vice-president, being elected at each annual meeting of WWMA

(e) Secretary, being elected at each annual meeting of WWMA

(f) Treasurer, being elected at each annual meeting of WWMA

(g) Director-at-large, being elected at each annual meeting of WWMA

(h) Director-at-large, being elected at each annual meeting of WWMA

(i) Director, appointed by the Wyoming Weed & Pest Council, serving a one

year term

Section 4.2: Annual Association Meeting

Each year the annual association meeting shall be held at a place as established by the Board of Directors. Notice of this meeting shall be publicized at least thirty days prior to the appointed date. Any resolution of general nature that is to be considered at the annual meeting shall be submitted to the Secretary 30 days prior to said meeting for redistribution to the general membership.

Section 4.3: Parliamentary Authority

Meetings of the Association and its Board of Directors shall be governed by the laws of Wyoming and the United States of America. Such meetings shall be conducted in accordance with theses Bylaws, and where not inconsistent, with “Roberts Rules of Order” in its most current version.

Article V – Board of Directors

Section 5.1: Election of Board of Directors

(a) Nominations for the four positions elected annually shall be submitted by the

Nominations Committee or may be taken from the floor at the annual meeting.

(b) No member shall be placed in nomination without his or her written or verbal consent. All candidates must be members of the Association and shall be elected by a majority of the members voting.

(c) Board representation: up to but no more than 4 shall be from WW&P Districts, a minimum of 2 from applicators and/or industry, and a minimum of 1 from Federal Agencies.

Section 5.2: Terms of Office

The term of office for secretary, treasurer, director-at-large, and appointed director shall be one year. A vice-president shall serve consecutive annual terms as vice-president, president-elect, and president. All board members and officers shall take office at the Board of Directors meeting following the annual meeting of the Association.

Section 5.3: Vacancies

Any vacancy within the presidential offices shall be filled by the succeeding officer and serve until their term in that office would normally end. Vacancy within either the office of secretary or treasurer shall be filled by a current director-at-large. The President can appoint a director-at-large in the event of a vacancy, with a majority vote of the Executive Board. If a vacancy occurs within the office of the Vice-President, the President can appoint someone to fill the un-expired term, for that year or until the next meeting of the membership can be held to vote in a Vice-President, with a majority vote of the Board of Directors.

Section 5.4: Powers

The day to day business and affairs of the Association shall be under the direction of the Board, which may exercise all powers of the Association and do all such lawful actions as are not prohibited by statute or by these Bylaws, including but not limited to:

a. Formulating the general operating policy of the Association;

b. Approving the annual budget of the Association;

c. Designating committees as it deems necessary;

d. Determining, designing and directing such other matters as are relevant to the Association’s purposes and functions

Section 5.5: Quorum

A majority of the membership of the Board shall constitute a quorum and shall have the power to transact business. A three-quarters majority vote of all board members shall be required to allow the introduction of a motion that falls outside the Council's objectives as outlined in Article II.

Section 5.6: Resignation and Removal of Officers and Directors

a. Any officer or director may resign at any time. Such resignation shall be made in writing, submitted to the Secretary and shall take effect at the time specified therein, or if no time is specified, at the time of its receipt by the Secretary;

b. Any Director may be removed, with or without cause, by a vote of a majority of the remaining members of the Board at any meeting of the Board of Directors, provided that notice of the meeting indicates the matter shall be considered and the Director shall have the opportunity to be heard;

c. Any Director with more than two unexcused absences of regularly scheduled meetings in any one calendar year may be asked to resign from office by a vote of a majority of the board.

Section 5.7: Compensation

Members of the Board shall not receive compensation for their services as Directors, but shall receive reimbursement for expenses incurred if authorized by the Board.

Section 5.8: Regular Meetings

Regular meetings of the Board shall be held within the state of Wyoming no less than four times per year at such place and on such date each year as the Board shall establish. Notice of any regular meeting shall be given in writing or by email at least ten (10) business days in advance unless all Directors shall, in writing or by email, waive the requirements for notice and need not specify the business to be transacted.

Section 5.9: Special Meetings

Special meetings of the Board may be called by the president of the Association, or at the written request of four (4) Directors. The president or Directors calling the special meeting may fix the place for holding the special meeting. Notice of any special meeting shall be given in writing at least ten (10) days in advance unless all Directors shall, in writing, transmitted by mail, facsimile, or by email, waive the requirements for notice and shall specify the business to be transacted at the special meeting.

Section 5.10: Action Without a Meeting

Any action required which may be taken at a meeting of the Board may be taken without a meeting if the consent in writing, setting forth the action so taken, is signed by all directors. This consent shall have the same force and effect as a unanimous vote of the Board.

Section 5.12: Notice Waiver

Whenever any notice of a meeting of the Board is required to be given under provisions of these Bylaws, (a) such notice shall be given by any means reasonable calculated to give actual notice to the director at his/her address as it appears on the records of the Association and, unless otherwise provided in these Bylaws, at least ten days before the date designated for such meeting. Notice shall be deemed given when the same is deposited in the United States mail with postage thereon prepaid, or delivered by email, hand, telegraph, facsimile, or overnight express. Every notice of a special meeting shall set forth the business to be transacted at, and the purpose of, such meeting. Presence at any meeting without objection shall also constitute waiver of any required notice.

Article VI – Officers

Section 6.1: Officer Terms

a. The retiring President shall serve a one-year term after serving as President

b. The President shall serve a one-year term, after serving as President-elect.

c. The President-elect shall serve a one-year term, after serving as Vice-president.

d. The Vice-president shall serve a one-year term, upon being duly elected.

e. The Secretary shall serve a one-year term, upon being duly elected.

f. The Treasurer shall serve a one-year term, upon being duly elected.

g. The two directors at large shall serve one-year terms, upon being duly elected.

h. The appointed director shall serve a one-year term, and must be appointed annually by the Wyoming Weed and Pest Council.

Section 6.2: Duties of the President

a. The President of the Association shall perform such duties as are authorized and directed by the Board.

b. The president shall preside at all meetings of the Association and at all meetings of the Board.

c. The President may appoint committees as necessary to assist in carrying out the purposes of the Association.

Section 6.3: Duties of the President-elect

a. The President-elect shall serve in the absence of the President, or in case of a vacancy of the office or upon the President’s resignation or disability.

b. The President-elect shall, in addition to such other duties as the Board may from time to time assign, generally assist the President.

c. The President-elect will serve on the conference committee.

Section 6.4: Duties of the Vice-president

a. The Vice-president shall serve in the absence of the President-elect, or in case of a vacancy of the office or upon the President-elect’s resignation or disability.

b. The Vice-president shall in addition to such other duties as the Board may from time to time assign, generally assist the Secretary and Treasurer.

Section 6.5: Duties of the Secretary

a. The Secretary shall have such powers and shall perform such duties as the Board may delegate to that office and shall review and approve the record of meetings of the Board. The Secretary shall serve as acting Vice-President, if the Vice-president temporarily becomes unable to serve, however they shall continue to perform the duties of Secretary.

b. The Secretary shall be responsible for the oversight of an employee, if any, charged with day-to-day operation of the Association.

Section 6.6: Duties of the Treasurer

a. The Treasurer shall have such powers and shall perform such duties as the Board may delegate to that office, and shall serve as acting Secretary, if the Secretary temporarily becomes unable to serve, however they shall continue to perform the duties of Treasurer.

b. Oversee the day to day financial activities of the Association, including:

1. Collect and safely keep all dues and other funds paid to the Association

2. Make payment on all debts out of Association funds.

3. Open such bank accounts as are required, and obtain Board approval for the accounts.

4. Keep accurate financial records including an adequate set of books, and issuance of periodic financial statements and reports.

Section 6.7: Directors, Employees, and the Executive Director

The Board of Directors may, from time to time, designate one or more of its members to assist any one or more of the officers in the conduct of their duties. It may, in addition, secure an Executive Director to be responsible for central office functions, the day-to-day operations of the Association, supervision of all staff, and such other activities as may be described in the Executive Director’s position description developed by the Board. The Executive Director may hire such persons on a full or part-time basis on terms and conditions including salary or other compensation that is fair and reasonable to conduct the affairs of the Association in accordance with Board direction. No employee of the Association may, while employed by the Association, serve as a Director or Officer of the Association.

Article VII – Fiscal Year

The fiscal year of the Association shall be October 1, through September 30.

Article VIII – Bylaws

Section 8.1: This Association may adopt Bylaws

Section 8.2: These Bylaws may be amended, repealed or altered, in whole or in part, and new Bylaws may be adopted, by a majority of the voting members voting at an annual meeting, except as detailed in Section 8.4. All proposed Bylaws changes shall be submitted to the Secretary a minimum of 30 days prior to the annual meeting for redistribution to the general membership.

Section 8.3: Amendments to the Bylaws shall be accepted with a majority vote of members present at an Annual Association meeting, excepting as detailed in Section 8.4.

Section 8.4: A two-thirds vote of Association members present and voting shall be

required to allow the introduction of a motion that conflicts with the Association's objectives as outlined in Article II.

Article IX – Dissolution of the Association

If the membership chooses to dissolve the Wyoming Weed Management Association, all remaining assets shall be given to the Wyoming Section of the Society for Range Management, for the continuation of the Association’s objectives or in the event that the Wyoming Section of the Society for Range Management is not in existence at the time of dissolution or distributions to the Wyoming Section of the Society for Range Management is inconsistent with the provisions of Internal Revenue Code 501(C)(5) then all remaining assets shall be given to an organization qualified as a 501(C)(5) organization for continuation of the Associations objectives