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Board of Directors
Powers of the Board
The Board of Directors has the powers identified in the Oregon Non-Profit Corporations Act (ORS Ch. 65, Non-profit Corporation), which include the following: (1) To establish policy, adopt, amend, and repeal the Bylaws of the Association; (2) To set membership dues or fees; (3) To elect officers of the Association; (4) To refer at its discretion to the membership for advisory opinions or binding decisions on amendment or repeal of bylaws, or any other aspect of Association business; (5) To form standing and ad hoc advisory groups with special expertise on any issue, e.g., representatives of the higher education community, the scientific research community, and state, local and federal agencies; (6) To delegate to officers or employees the power to incur obligations, withdraw funds, and make payments on behalf of the Association; (7) To designate a bank in which the Association’s funds will be deposited, and to apply for, receive, and expend funds from any source; (8) To appoint an Executive Director to carry out the day-to-day operations of the Association, and to fix the salary and review the performance of the Executive Director; (9) To adopt and carry into effect, subject to the provisions of these Bylaws, such measures as they may deem proper and expedient to promote the objectives of the Association; (10) To do all other things and transact all other business that advances the purpose and mission of the Association or may be lawful under the statutes of the State of Oregon and under the Internal Revenue Code.
The Board of Directors is composed of 16-21 members, individuals who collectively shall represent the types of water-dependent livelihoods, types of land ownership, or other “at large” interest in the Coos Estuary watershed. The total number of representatives on the council and interest represented may be amended by consensus of the Board of Directors.
To achieve the purpose of the Coos Watershed Association, the Board of Directors exercise the corporate powers and manage or direct the affairs of the Association. The basic duties of a Board member are to: (1) Approve the Association’s mission and review its performance in achieving it; (2) Annually assess the ever-changing environment and approve the organization’s strategy to be responsive; (3) Annually review and approve the organization’s funding plans; (4) Review and approve the annual financial goals; (5) Annually review and approve the organization’s budget; (6) Annually review the Executive Director’s performance; (7) Approve major policies.
Any proposed action by the Board of Directors must be approved by the consensus of the Directors’ quorum. A “quorum” is defined as the minimum number of members necessary to be present in order to complete business transactions. “Consensus” means that all members of the quorum are in agreement with, or are willing to accept, the same proposed resolution of an issue under consideration.
Substantial business of the Coos Watershed Association is conducted through committees chartered by the Board of Directors. Each committee has the authority to elect a chair. The standing committees operate with delegated power and authority of the Board of Directors. Standing committees of the Association include the Executive Committee, Audit Committee, Restoration Committee, and Research & Outreach Committee. Ad-hoc committees include the Strategic Planning Committee and Fund Development Committee.