BY-LAWS OF THE

UPPER COLUMBIA RESOURCE CONSERVATION 

AND DEVELOPMENT COUNCIL

Updated August 27, 2024

The purpose of the Upper Columbia Resource Conservation and Development Council is to provide fiscal sponsorship, planning, and/or implementation within the areas of land and water management, community/economic development, and conservation of all natural resources.  

Article I - Definitions

Section 1. Board of Directors: The governing body responsible for overseeing the management of Upper Columbia Resource Conservation and Development Council.

Section 2. Sponsors: Conservation districts within the following counties: Ferry, Pend Oreille, Lincoln, Stevens, Spokane and Whitman.

Section 3. Organizational Members: Governmental agencies (Cities, Counties, Port Districts, Tribal governments, etc.) and other businesses involved in labor, education, community development and natural resources.

Article II - Name

Section 1. The organization's name shall be the Upper Columbia Resource Conservation and Development Council, which may be referred to as UCRCD, designated as the Council.

Section 2. The organization is an independent, non-profit, non-partisan, incorporated group with its primary concern being the acceleration of conservation, development, and proper use of resources within UCRCD boundaries.

Article III - Boundaries

Section 1. The UCRCD geographic area boundaries include all of Ferry, Pend Oreille, Stevens, Spokane, Lincoln, and Whitman Counties in northeast Washington.

Section 2. The UCRCD geographic area boundaries may be changed to increase or decrease the size of the area provided such changes are agreed upon by an affirmative majority vote by the Board of Directors at a regular council meeting.

Article IV - Objectives 

Section 1. The objectives of the UCRCD are:

1. To support technical, financial/economic, educational and other services needed for enhanced ecosystem resilience, human well-being, and thriving communities within the approved UCRCD boundaries.  Requests may be submitted via direct sponsor requested projects and programs or through organizational member projects and programs approved by a UCRCD sponsor.

2. To educate and support local communities of the urgency and need for management, development, and conservation of area resources.

3. To collaborate and assist in carrying out local and regional programs and projects which support the UCRCD priorities.

4. To exclusively adhere to resource conservation and development within the meaning of IRC 501 (c) of the corresponding provisions of any future United States Internal Revenue Laws.

Section 2. Notwithstanding any other provisions of these articles, this organization shall not carry out any other activities not permitted to be carried out by an organization exempt from Federal Income Tax under IRC (c) (3) or the corresponding provisions of any future United States Internal Revenue Laws.

Section 3. All programs, projects and services of the UCRCD are offered on a nondiscriminatory basis, without regard to race, color, national origin, age, disability, and, where applicable, sex, marital status, familial status, parental status, religion, sexual orientation, genetic information, political beliefs, reprisal, or because all or part of an individual’s income is derived from any public assistance.

Section 4. All sponsors and other organizational members are required to disclose any conflict of interest and adhere to the UCRCD policies as references in Article XIV- Attachments.

Article V – Board of Directors

Section 1. Board of Directors, defined:

1. The affairs of the UCRCD shall be managed by the Board of Directors.

2. The Board of Directors serving the UCRCD shall consist of four sponsor representatives from the UCRCD’s Sponsors and one Organizational Member.

3. The Board of Directors shall consist of a Chair, Vice Chair, Secretary, Treasurer and one at large member.

1. Chair - The Chair shall be the presiding officer of the Board of Directors of the UCRCD. The Chair shall be responsible for planning and operations, subject to the orders of the Board of Directors, and shall be an ex-officio member of all committees. The Chair shall discharge all the usual functions of the chief executive officer of a not-for-profit corporation in addition to such powers and duties prescribed by law, by articles of incorporation, and by these by-laws.

2. Vice-Chair - The Vice-Chair shall have such powers and perform such duties as the Board of Directors may, from time to time, prescribe or the Chair may, from time to time, delegate. The Vice-Chair shall temporarily assume the duties of the Chair in the absence or inability of the Chair to act.

3. Secretary - The Secretary shall issue or delegate the issue of notices of and keep minutes of all meetings of the Board of Directors, be custodian of the records, keep the roll of all sponsors and other organizational members and discharge such other duties as may be assigned and affix the corporate seal to all documents and instruments requiring such action.

4. Treasurer - The Treasurer shall collect or delegate all assessments, fees or dues that may be imposed on UCRCD sponsors and other organizational members and shall have the care and custody of all funds.  In addition to all duties prescribed by law, by the articles of incorporation, by these by- laws, and the Board of Directors, the Treasurer shall also;

   1. furnish at meetings, and whenever requested by the Board of Directors, a statement of the financial conditions of the UCRCD.

   2. deposit all funds in the name of the organization in such bank as may be designated by the Board of Directors, and shall establish a checking account and obtain a joint signature from another member of the Board of Directors, on all disbursements over $10,000.00

   3. If the Board of Directors shall so require, the treasurer position may give bond, in such sum and with such surety as the Board of Directors may direct, for the faithful performance of his/her duties and for the safe custody of the funds and property of the UCRCD into his/her possession.

5. At Large Member – The at large board member serves without specific responsibilities.  They have voting rights and may be asked to take on assigned tasks and participate in committee work.

4. A quorum of the Board of Directors shall consist of three (3) of the officers.

5. The Board shall be duly elected at the annual meeting or appointed as needed to fill interim vacancies.

6. Any vacancy shall be appointed by the Board of Directors to fill the unexpired term of the vacant position.

7. Removal - Any of the Board of Directors may be removed for any reason by a vote of the Board of Directors. Said removal may take place at any regular meeting or at any special meeting called for such purposes.  Additionally, the Board of Directors shall have the authority to remove a fellow board member who has missed three consecutive UCRCD meetings.

Section 2. Roles and Responsibilities of the Board of Directors 

1. Formulate and revise as necessary the UCRCD mission, vision, priorities, and goals which direct the UCRCD.

2. Adopt UCRCD priorities established through sponsor, member and ad-hoc committee recommendations.

3. Develop the annual budget and meeting schedule for the fiscal year.

4. Conduct, direct, or delegate the operational activities of the UCRCD.

5. Direct of assist with facilitating and managing the research and development of financial/ funding opportunities such as grants, awards, charitable gifting, etc. to aid in developing and carrying out UCRCD projects. 

6. May establish ad-hoc committees as deemed necessary to facilitate the operations of UCRCD, either as a perpetual committee that address ongoing processes or as a special committee to address specific needs that have sunset clause provisions.

   1. The Board of Directors will provide the charge for the committees and will establish the life of committees at the time of their establishment.

   2. Local citizens, federal, state, county, and local agency representatives may serve on ad-hoc committees and vote on decisions made by within the committee work which will then be brought to the Board of Directors as a recommendation.

Section 3. Board Meetings

1. The Board of Directors shall meet quarterly to conduct normal business of the UCRCD.  Additional work sessions and special meetings may be scheduled as necessary..

2. Special meetings may be called by a majority of the Board of Directors. Notice of such special meetings, either in person or remote shall be given at least 24 hours prior to the meeting and shall specify the time, place, and purpose of the meeting.

3. An annual meeting shall be held during the month of March, at which time the purpose of election of officers, bylaw updates, approval of the annual budget, review policies and other business will take place.

The Board of Directors shall be elected at the annual meeting for a term of three year or until replacements have been elected.

d.  Board meetings are open to all interested individuals, businesses, and designated representatives of federal, state, county, and local agencies, who may participate in discussions and assist in coordinating the UCRCD priorities, provide technical assistance, aid in cost-sharing, and help obtain grants and loans. Said individuals may not vote or serve on the Board of Directors unless they are a sponsor or an organizational member in good standing.

e. The Board of Directors may call an executive session for the discussion of personnel, legal and real estate, financial or contractual matters; or any matter deemed sensitive or confidential in nature.  Participation will be limited to the Board of Directors, unless otherwise designated.

Section 3. Roles and Responsibilities of the Board of Directors 

7. Formulate and revise as necessary the UCRCD mission, vision, priorities, and goals which direct the UCRCD.

8. Adopt UCRCD priorities established through sponsor, organizational member and ad-hoc committee recommendations.

9. Develop the annual budget and meeting schedule for the calendar year.

10. Conduct, direct, or delegate the operational activities of the UCRCD.

11. Direct or assist with facilitating and managing the research and development of financial/ funding opportunities such as grants, awards, charitable gifting, etc. to aid in developing and carrying out UCRCD projects. 

12. May establish ad-hoc committees as deemed necessary to facilitate the operations of UCRCD, either as a perpetual committee that address ongoing processes or as a special committee to address specific needs that have sunset clause provisions.

    1. The Board of Directors will provide the charge for the committees and will establish the life of committees at the time of their establishment.

    2. Local citizens, federal, state, county, and local agency representatives may serve on ad-hoc committees and vote on decisions made within the committee work which will then be brought to the Board of Directors as a recommendation.

Article VI – UCRCD Sponsors

Section 1. The sponsors of this organization shall be open to conservation districts within the following counties: Ferry, Pend Oreille, Lincoln, Stevens, Spokane and Whitman.

Section 2. To become and remain a sponsor of UCRCD:

1. An organization’s governing body must submit a formal sponsorship request, in writing.  Sponsorship will be approved at a UCRCD meeting where a quorum of the Board of Directors is present.

2. Submit sponsorship dues, service fees, or other charges to defray UCRCD operational expenses as determined annually by the Board of Directors.

3. Sponsorship provides the opportunity for a sponsor to receive fiscal sponsorship from UCRCD and/or recommend an organizational member for fiscal sponsorship.

Section 3. A sponsor may withdraw from sponsorship when its governing body submits a written request to withdraw their sponsorship to the Board of Directors.

Article VII – Organizational Members

Section 1. Organizational members eligible for membership include other units of government (Cities, Counties, Port Districts, Tribal governments, etc.) and other businesses involved in labor, education, community development and natural resources.

Section 2. To become and remain an organizational member of UCRCD:

1. An organization’s governing body must submit a formal membership request, in writing.  Membership will be approved at a UCRCD meeting where a quorum of the Board of Directors is present.

2. Submit membership dues, service fees, or other charges to defray UCRCD operational expenses as determined annually by the Board of Directors.

3. Membership provides the opportunity for an organizational member to receive fiscal sponsorship from UCRCD.

Section 3. An organizational member may withdraw from membership when its governing body submits a written request to withdraw their membership to the Board of Directors.

Article VIII - Operating Funds

Section 1. The Board of Directors shall prepare an annual budget to be reviewed and adopted.

Section 2. The Board of Directors shall be authorized and empowered to pay reasonable compensation for services rendered and to make subsistence payments for out-of-pocket expenses based on per-diem rates to sponsors, organizational members, the Board of Directors, and other private persons on authorized UCRCD business.

Section 3. No part of the finances of the UCRCD shall insure the benefit of or be distributed to its sponsors, organizational members, Board of Directors, or other private individuals or businesses, except for legitimate and reasonable expenses incurred on behalf of the UCRCD Council.

Section 4. Should this UCRCD be dissolved, all assets of the corporation shall be distributed only to organizations exempt from income tax under the provisions of Section 501 (c) (3) under the Internal Revenue Code of 1954 or to the Federal government or to the State or local government for a public purpose. No part of the organization's assets shall ever be distributed to or used for the benefit of any sponsor, organizational members, Board of Directors, or other private individuals or businesses.

Section 5. The Board of Directors will designate a committee to conduct an annual internal financial review and report at the annual meeting.

Section 6. Sponsor and other organizational members may contribute through in-kind or cash to the UCRCD in accordance with the Gift Acceptance Policy.

Section 7. All checks issued $10,000 or less shall be signed by the treasurer or a designated member of the Board of Directors as approved. All disbursements over $10,000 must have a joint signature of the treasurer and a member of the Board of Directors.

Article IX - Staff Coordinator

Section 1. UCRCD staff may be comprised of support staff or contracted support staff as designated by the Board of Directors. UCRCD staff or contracted staff are accountable to the Board of Directors.

Article X - Change in By-laws

Section 1. The by-laws of the organization may be amended or revised by the Board of Directors with an affirmative vote of at least two-thirds (2/3) of the Board of Directors. Notice of the proposed amendments shall be e-mailed to the sponsors, organizational members, and Board of Directors at least one (1) week before the Board of Directors meeting following the notice of intent.

Article XI - Rules of Order

Section 1. Robert's Rules of Order, revised, shall be the parliamentary authority of this organization.

Article XII - Saving Clause

Section 1. Any portion of these by-laws found to be contrary to law should not invalidate other portions.

Article XIII - Limitation of Member Liability

No director shall be personally liable to the corporation for monetary damages for breach of duties as a member of this organization except for the following exemptions:

Exemption 1. Acts or omissions not in good faith or which involve intentional misconduct or are known to the directors to be a violation or law, or;

Exemption 2. Any transaction from which the director derives an improper personal benefit. If the Washington Revised Statutes are amended after approval of this article to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be deemed to be eliminated or limited by this provision to the fullest extent then permitted by the Washington Revised Statutes, as so amended. Any repeal or modification of this article shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.

Article XIV – Attachments

The Board of Directors has accepted the following attachments.  They will be reviewed annually and revised as necessary.

1. Code of Ethics

2. DEI Statement

3. Conflict of Interest Statement

4. Gift Acceptance Statement

5. Fiscal Sponsorship Statement

6. UCRCD Priorities

7. Vision, Mission, Purpose and Value Statement

Effective Date

These revised by-laws shall be effective 8/27/2024

UCRCD Bylaw Attachment - 1

Upper Columbia Resource Conservation and Development Council (UCRCD)

CODE OF ETHICS

We are dedicated people of integrity committed to conducting all of our work in an ethical manner.  We are agents of the people, for the benefit of the people.  We avoid using our positions for personal gain or private advantage.  We are professional men and women of vision who:

1. Recognize the worth and uniqueness of all people;

2. Treat everyone with courtesy, dignity, and respect;

3. Are honest in word and deed;

4. Obey the laws that govern us;

5. Avoid conflict of interest and the appearance of wrongdoing;

6. Promote harmony among our fellow employees;

7. Facilitate and implement policy set by our governing boards;

8. Know and obey our personnel and risk management policies;

9. Are dedicated to learning our job and performing it to the best of our ability;

10. Build professional working relationships with local, state, federal agencies and 

tribal entities;

11. Promote the sustainable use of our natural renewable resources; and

12. Assist private landowners and public entities in being good stewards of the land.

UCRCD Bylaw Attachment - 2

UCRCD

DEI (diversity, equity, and inclusion) statement

Official Attachment to Bylaws

Official statement of Upper Columbia Resource Conservation and Development Council (UCRCD) in regards to a commitment to diversity, inclusiveness, and equitability. 

The UCRCD is committed to a diverse, inclusive, and equitable environment where all board members, staff, volunteers, and organizational members feel respected and valued regardless of gender, age, race, ethnicity, national origin, sexual orientation or identity, disability, education, or any other bias. We’re committed to being nondiscriminatory and providing equal opportunities for employment, volunteering, and advancement in all areas of our work.

We respect the value that diverse life experiences bring to our board and leadership and we strive to listen to their views and give them value. We’re committed to modeling diversity, inclusion, and equity and maintaining fair and equal treatment for all.

The philosophy on our goals to provide informed leadership for diversity, inclusion, and equity include:

• We will strive to see diversity, inclusion, and equity in connection with our vision and mission for the benefit of those we serve.

• We commit to advocating for systemic inequities that impact our work at the board level and address it according to this policy and in accordance with our mission.

• We commit to being transparent about diversity in all our interactions.

• We commit to leading with respect and tolerance and we encourage all employees and volunteers to express this in their work within our organization.

The UCRCD is committed to abiding by the following action items to promote diversity, inclusion, and equity in our work:

• We will create new learning opportunities and formal/transparent policies as we strive for cultural competence throughout our organization.

• We will strive to conduct or identify research related to equity so that we can make progress in the area of diversity, inclusion, and equity.

UCRCD Bylaw Attachment - 3

Upper Columbia 

Resource Conservation and Development Council 

(UCRCD)

Conflict of Interest Disclosure Form 

A potential or actual conflict of interest exists when commitments and obligations are likely to be compromised by a Sponsor or Organizational Member who has other material interests, or relationships (especially economic), particularly if those interests or commitments are not disclosed.  

Any Sponsor or Organizational Members shall disclose any personal, business, or volunteer affiliations that may give rise to a real or apparent conflict of interest. 

Relevant federal, state, local and organizational regulations and guidelines in financial conflicts must be abided by. 

Please indicate whether a Sponsor or Organizational Member has an economic interest in, or acts as an officer or a director of, any outside entity whose financial interests would reasonably appear to be affected by the addition of a member position within the Board of Directors or appointed committee member of the UCRCD. 

Please indicate whether Sponsor or Organizational Member has any relationships, transactions, positions (volunteer or otherwise), or circumstances that could contribute to a conflict of interest: 

• _____ I have no conflict of interest to report.

• _____ I have the following conflict of interest to report: 

Please specify other non-profit and for-profit boards you (and your spouse) sit on, any for-profit businesses for which you or an immediate family member are an officer or director, or a majority shareholder, and the name of your employer and any businesses you or a family member own, and your position and title within that organization: 

1. ____________________________________________________________________________

2.____________________________________________________________________________

3.___________________________________________________________________________

4.____________________________________________________________________________

Other:________________________________________________________________________

______________________________________________________________________________

I hereby certify that the information set forth above is true and complete to the best of my knowledge. 

Upper Columbia Resource Conservation and Development (UCRCD) Board Member, Sponsor, or Organizational Member information: 

Position or Title within UCRCD: _________________________________________________

Name of Individual :____________________________________________________________

Signature_____________________________________________________________________ 

Date signed: _________________________________________  

UCRCD Bylaw Attachment - 4

UCRCD Gift Acceptance Statement

Official statement of Upper Columbia Resource Conservation and Development Council (UCRCD) in regard to the acceptance of gifts, either financial, in-kind, or other. 

The UCRCD solicits and accepts gifts that are consistent with its mission, which is to lead the planning and implementation of the area’s natural resources and to provide opportunities for economic development related to the sustainable use of these natural resources. 

1. Donations will generally be accepted from individuals, partnerships, corporations, foundations, government agencies, or other entities, without limitations.

2. In the course of its regular fundraising activities, UCRCD will accept donations of: 

• Cash 

• Tangible Personal Property 

• Securities 

• Real Estate 

• Remainder Interests in Property

• Oil, Gas, and Mineral Interests 

• Life Insurance 

• Charitable Gift Annuities 

• Charitable Remainder Trusts 

• Charitable Lead Trusts 

• Retirement Plan Beneficiary Designations 

• Bequests 

• Life Insurance Beneficiary Designations

• In-Kind Services at actual documented value that does not exceed fair market value or generally accepted state accounting policies and federal cost principles.

• Corporate Gifts/Sponsorships (as long as there is no arrangement or expectation that the sponsor will receive a “substantial return benefit”, as defined by IRS regulations.)

3. Certain types of gifts must be reviewed prior to acceptance due to the special liabilities they may pose for UCRCD. Examples of gifts which will be subject to review include gifts of real property, gifts of personal property, and gifts of securities.

4. The UCRCD may deem it necessary to form a Gift Advisory Committee to review and make recommendations on certain gift offerings.

UCRCD Bylaw Attachment - 5

UCRCD Gift Fiscal Sponsorship Statement

Official statement of Upper Columbia Resource Conservation and Development Council (UCRCD) in regards to Fiscal Sponsorship as a core practice. 

Fiscal sponsorship is when the UCRCD extends its tax-exempt status to select groups engaged in activities related to the organization’s mission. Fiscal sponsorship is used by organizations and collaborations who are doing charitable work but who want an alternative to becoming a 501(c)(3) organization with the IRS. In a fiscal sponsorship arrangement, the UCRCD accepts tax deductible donations and grants on behalf of the sponsored project and organization. The UCRCD accepts responsibility for the use of those funds and ensures their application toward charitable purposes, along with any additional donor restrictions. To ensure this is not merely a pass-through of charitable dollars, UCRCD requires complete discretion and control over the funds.

A standard Indirect Administrative fee of 10% of all funds will be held on behalf of the sponsored group by the UCRCD for basic fiscal sponsorship of any grant or award, if permissible. The UCRCD may choose to offer additional services and support to sponsored projects; the range of services provided may vary. Any additional services or support may have a fee in addition to the standard 10% de minimis.

There are two basic types of fiscal sponsorship:

1. The Direct Model. In this model, the project becomes an integrated part of the fiscal sponsor, with no legal identity separate from the UCRCD, which directly receives donations and grants for the project, and the receipt and use of these funds are reported on the sponsor’s tax filings. The UCRCD exercises significant control over the project’s actions and funding to safeguard itself from legal liability and ensure its 501(c)(3) compliance.

2. The Grant Model. This model gives projects more autonomy over the project than the Direct Model because the project does not become part of the UCRCD; rather, the UCRCD and project have a grantor-grantee relationship. The project writes a grant request to the UCRCD, detailing the project and its activities. Once approved, the UCRCD receives funds on the project's behalf and disperses them accordingly. The UCRCD may receive a single, one-time grant on behalf of the project, or the relationship may be continual. The UCRCD in the Grant Model is not legally liable for all actions of the project but is still fiscally liable for the project’s actions. Thus, the UCRCD must still exercise sufficient control over the project’s funds to ensure the funds are used in accordance with the grant agreement.  A project working under the Grant Model may be required to comply with the necessary tax reporting requirements in accordance with the legal status of the project.

UCRCD Bylaw Attachment - 6

The Upper Columbia Resource Conservation and Development Council (UCRCD)

The following activities have been identified and prioritized by the council:

1. LAND MANAGEMENT

1. Energy Conservation/Solar

2. Alternative AG opportunity/Bio-Farming Community Based

3. Urban Growth/Development

4. AG Land Sustainability

5. Forest Health

6. Mined Land Reclamation & Revitalization

2. WATER MANAGEMENT

1. Use & Quality of Rural Water Supply

2. Water Shed Planning/Improvement Of Water Quality

3. Conservation/Use/Lawn/Xeriscape

4. Storm Water

5. Ground Water Protection

6. Wetland/Riparian Protection

3. COMMUNITY DEVELOPMENT

1. Rural Housing

2. Communications Systems & Rural Broadband

3. Recreational Facilities Improvement

4. Food Security

5. Economic Development/Resource Based

6. Small Business Support

4. CONSERVATION EDUCATION

1. AG & Environmental Education

2. New/Beginning Farmer Development

3. Farmer Adaptability

4. Youth Focused Education Programming

To learn more about the

Upper Columbia Resource Conservation and Development Council please contact the Board at admin@ucrcd.org or visit https://sites.google.com/ucrcd.org/official-website?usp=sharing

UCRCD Bylaw Attachment - 7

Purpose

The purpose of the UCRCD is to provide fiscal sponsorship, planning, and/or implementation within the areas of land and water management, community/economic development, and conservation of all natural resources.  

Mission

To support the fiscal sponsorship of projects related to planning and implementation of land and water management, community/economic development and conservation of all natural resources within Spokane, Stevens, Pend Oreille, Lincoln, Ferry and Whitman counties in northeastern Washington.

Vision 

To work with conservation leaders in the six county region supporting programs and projects to implement sustainable community development involving natural resources.

Value Statement:

We envision enhanced ecosystem resilience, human well-being, and thriving communities through prioritized planning and implementation of sponsored projects.