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By-Laws of the Mill Creek Watershed Council of Communities

AMENDED BYLAWS OF THE MILL CREEK WATERSHED COUNCIL OF COMMUNITIES
ORIGINALLY ADOPTED JANUARY 26, 1996 AMENDED AUGUST 2003
2008 AMENDMENTS APPROVED:
BOARD OF TRUSTEES: FEBRUARY 19, 2008 VOTING MEMBERS: FEBRUARY19, 2008

ARTICLE 1 – NAME
The name of this organization shall be the Mill Creek Watershed Council of Communities or MCWCC.

ARTICLE 2 – GENERAL PURPOSE
The mission of the Mill Creek Watershed Council of Communities shall be to promote the
improvement of the Mill Creek Watershed. This will be done via actions to address the following:
2.1 Flooding in the Watershed
a. Resolve flooding, flood plain, and alternative flood damage limitation issues in the
watershed through cooperative and environmentally sound work with all concerned parties.
b. Develop basin-wide management of erosion to minimize sediment in the Mill Creek and
maintain flow capacity.
c. Promote the improvement and replacement of storm water systems to enhance
performance and reduce water pollution and flooding.
2.2 Environmental Quality of the Watershed
a. Restore water quality to promote the goal of the federal water pollution control act which is
to restore and maintain the physical, chemical, and biological integrity of the nation’s
waters.
b. Restore plant and wildlife where feasible to a balanced and viable ecological relationship.
c. Restore stream banks and adjacent wetlands when appropriate.
d. Preserve, where possible, stream channel characteristics.
2.3 Facilitation of Improvements in the Watershed
a. Create synergy between respect for the environment, common sense, sound scientific
principles, and cost effectiveness when planning and implementing watershed objectives.
b. Develop new technologies and techniques for addressing watershed management.
c. Assist local community efforts on watershed related projects.
d. Aid community revitalization and economic development via watershed improvement.
e. Solicit business and industrial firms to help in watershed economic and environmental
development.
f. Solicit funds for these efforts.
2.4 Cooperation in the Watershed
a. Provide a forum for watershed discussions.
b. Promote regional, inter-agency and inter-departmental cooperation on watershed
programs and assist them wherever possible with their programs.
c. Work with the Corps of Engineers to accomplish mutual goals.
d. Seek win-win consensus solutions to problems.
e. Be inclusive and non-discriminatory in all efforts.
2.5 Public Awareness of the Watershed
a. Increase public awareness and concern for the watershed, instilling a sense of ownership
on the part of the public.
b. Develop educational materials on the watershed for public distribution.
c. Involve youth and schools in programs.
2.6 Public Use of the Watershed
a. Restore scenic attributes and enhance them where appropriate.
b. Expand recreational capabilities.
c. Promote understanding of the personal benefits of nearby nature to the adjoining
communities.
d. Involve all groups of people that may, in any way, benefit from watershed programs or
enjoy the advantages of having available nearby natural green areas.

ARTICLE 3 – NATURE
This organization is being formed as a synergistic partnership, joining together individuals, local firms,
agencies, organizations, institutions, corporations and governmental units with a common mission and
purpose. This organization shall be a not-for-profit organization and is being formed exclusively for
educational, scientific and community improvement purposes within the meaning of section 501(c)(3)
of the Internal Revenue Code. This organization will be non-political and will not be used for the
personal gain of its individual members.

ARTICLE 4 – FISCAL YEAR
The fiscal year of the organization shall begin the first day of January in each year.

ARTICLE 5– GRANTS/DONATIONS
Grants and donations may be made to the Council and the donor may direct how these donations are
used as long as they are consistent with the mission and approved by the Board of Trustees.

ARTICLE 6 – MEMBERSHIP
Types of Membership shall consist of Voting and Non-Voting memberships.
6.1 Voting Members
The Voting Members of the Council shall be those persons, organizations, institutions,
corporations, governmental units or other similar entities which are interested in promoting the
improvement of the Mill Creek Watershed and meet the following requirements. The Voting
Members of the Council shall be determined annually by the Board of Trustees prior to the
Annual Meeting of Members.
a. The Member has paid, or has committed to paying, the Council’s annual dues for the
current year, or has had the payment of such annual dues waived by the Trustees. A
Member may offset all or part of its annual dues with in-kind services with the advance
approval of the Board of Trustees.
b. The Member, if other than a natural person, has identified an authorized representative
and any substitute authorized representatives to the Council.
c. Each Voting Member shall have one vote in any manner voted upon by the Members.
6.2 Non-Voting Members
The Non-Voting Members of the Council shall be those persons, organizations, institutions,
corporations, governmental units or other similar entities which are interested in promoting the
improvement of the Mill Creek Watershed and which meet the following requirements. The
Non-Voting Member may attend Council meetings and activities, but is not required to pay
membership dues. The Non-Voting Members of the Council shall be determined annually by
the Board of Trustees prior to the Annual Meeting of Members.
a. The Non-Voting Member may attend Council meetings and activities, but is not required to
pay membership dues.
b. The Member, if other than a natural person, has identified an authorized representative
and any substitute authorized representatives to the Council.

ARTICLE 7 – FULL COUNCIL MEMBER MEETINGS
7.1 Types of Full Council Member Meetings shall include:
a. Annual Meetings
An Annual Meeting of Members shall be held for election of Trustees, the consideration of
reports to be laid before such meeting, and such other business as may come before the
meeting. Such meeting shall be held within three months of the close of each fiscal year of
the Council on a date and time designated by the Chair. In the event that an Annual
Meeting is omitted by oversight or otherwise, the Trustees shall cause a meeting in lieu
thereof to be held as soon as practicable, and any business transacted or elections held at
such meeting shall be as valid as if transacted or held at the Annual Meeting. Such
meeting shall be called and notice thereof given in the same manner as the Annual
Meeting.
b. Special Meetings
Special meetings of Members may be called by the Chair, or in the case of the Chair’s
absence, death, or disability, the Vice Chair is authorized to exercise the authority of the
Chair, the Trustees by action at a meeting, a majority of the Trustees acting without a
meeting, or Voting Members holding 50 % of the voting power of the Council and entitled
to vote at the meeting.
7.2 Notice of Meetings
Written notice stating the time, place and purposes of all meetings of Members shall be given
by or at the direction of the Chair or Secretary either by personal delivery, postal service or email
not less than six (6) nor more than sixty (60) days before the date of the meeting to each
Member entitled to notice of the meeting. If mailed, such notice shall be addressed to the
Member at its address as it appears on the records of the Council, and shall be deemed to
have been given when deposited in the mail. No business other than that specified in the
notice shall be considered at any special meeting.
7.3 Waiver of Notice
Any Member may waive in writing notice of the time, place, and purposes of any meeting of
Members, either before or after the holding of such meeting. Such writing shall be filed with or
entered upon the records of the meeting. The attendance of any Member at such meeting
without protesting, prior to or at the commencement of the meeting, the lack of proper notice
shall be deemed to be a waiver by him of notice of such meeting.
7.4 Quorum
Voting Members present in person or by proxy granted to a person present at any meeting of
Members shall hold a majority of the voting power of the Council entitled to vote at such
meeting shall constitute a quorum for such meeting; provided, that a Voting Member which is
not a natural person shall not be deemed present or entitled to vote at any meeting unless its
authorized representative, or a substitute authorized representative, is present at such
meeting. The affirmative vote of a majority of the Voting Members present at a meeting at
which a quorum is present shall be necessary for the authorization or taking of any action
voted upon by the Members, but no action required by law, the articles, or these bylaws to be
authorized or taken by the holders of a specified proportion of the voting power or number of
Voting Members of the Council may be authorized or taken by a lesser proportion or number.
7.5 Adjournment
The majority of the Voting Members present at a meeting, whether or not a quorum is present,
may adjourn such meeting from time to time. Notice of adjournment of a meeting need not be
given if the time and place to which it is adjourned are fixed and announced at such meeting.
7.6 Proxies
Definition of Proxy: A proxy vote is not an absentee ballot, but a vote assigned in writing to a
person who will attend the meeting where the vote is taken. The proxy vote applies to a
specific issue that is framed in advance in writing.
Any person (including a natural person) who is entitled to vote at a Members’ meeting or to
execute consents, waivers, or releases may be represented or vote at such meeting, execute
consents, waivers, and releases, and exercise any of his other rights by granting his proxy or
proxies in writing to a person present at the meeting.
7.7 Place of Meeting and General Public Attendance
All meetings shall be held at the place stated in the notice of meeting, which may be within or
without the State of Ohio. All meetings of Members shall be open to the public without
reservation.
7.8 Action Without a Meeting
Any action which may be authorized or taken at a meeting of Members may be authorized or
taken without a meeting with the affirmative vote or approval of, and in writing or writings
signed by, all the Voting Members who would be entitled to notice of the meeting for such
purpose. Any such writing shall be filed with or entered upon the records of the Council.
7.9 Conflicts of Interest
Whenever a Member has a financial or personal interest in any matter coming before the
Council, the affected person shall fully disclose the nature of the interest and withdraw from
voting on the matter. Any transaction or vote involving a potential conflict of interest shall be
approved only when a majority of disinterested Trustees determine that it is in the best interest
of the Council to do so. The minutes of meetings at which such votes are taken shall record
such disclosure, abstention, and rationale for approval.

ARTICLE 8 – TRUSTEES
8.1 Number of Trustees
The Board of Trustees shall consist of at least eleven (11) Members and no more than twenty
(20) Members. The number of Members of the Board of Trustees shall be fixed annually by
Council Members at the Annual Meeting or at the time of Election of the Board of Trustees.
8.2 Election
The election of Trustees shall take place at the Annual Meeting of the Members or at any
special meeting called for that purpose, and shall be held by written ballot if there are more
nominees than the number of Trustees to be elected. Each of the City of Cincinnati; Hamilton
County, Ohio; Butler County; Ohio and the Mill Creek Valley Conservancy District, if a Voting
Member in good standing, shall be entitled to appoint one (1) of the Trustees.
8.3 Term
Each Trustee shall hold office for a term of two (2) years and until his successor is elected and
qualified, or until his earlier resignation, removal or death.
8.4 Conflict of Interest
Whenever a Trustee has a financial or personal interest in any matter coming before Council,
the affected person shall fully disclose the nature of the interest and withdraw from voting on
the matter. Any transaction or vote involving a potential conflict of interest shall be approved
only when a majority of disinterested Trustees determine that it is in the best interest of the
Council to do so. The minutes of meetings at which such votes are taken shall record such
disclosure, abstention, and rationale for approval.
8.5 Removal
The Voting Members may remove any Trustee from office at any time, with or without cause,
and elect a new Trustee at the same time for the unexpired term of any Trustee removed.
Failure to so elect a new Trustee may be deemed to create a vacancy in the Board of
Trustees. Notwithstanding the foregoing, in the event of the removal of any Trustee who has
been elected by one of the Voting Members designated in 8.2 hereof, such member, if still a
Voting Member in good standing shall be entitled to elect a new Trustee for the unexpired term
of the Trustee removed.
8.6 Vacancies
A vacancy will occur if the number of Trustees is fewer than 11. In case of a vacancy in the
Board of Trustees, the remaining Trustees by two-thirds (â…”) Board majority vote shall elect a
successor who shall hold office for the unexpired term. If the number of Trustees should at
any time be less than the number necessary to constitute a quorum, or the remaining Trustees
fail to agree promptly on a successor, then a special meeting of the Members shall be called
and held for the purpose of electing Trustees. Notwithstanding the foregoing, in the event of a
vacancy created by resignation or death of any Trustee who has been directly elected by one
of the Voting Members designated in 8.2 hereof, such member, if still a Voting Member in
good standing, shall be entitled to appoint a new Trustee for the unexpired term of the
resigned or deceased Trustee.
8.7 Trustee Meetings
The Trustees shall meet for the purpose of organization, the election of officers, approval of
the annual budget, evaluation of the Executive Director, and the transaction of other business.
Such a meeting shall be held at the place and time fixed by the Trustees. Special meetings of
the Trustees may be called by the Chair or by any three (3) Trustees. Special committees,
Executive Officers and, in extenuating circumstances, the Board of Trustees may meet
electronically if agreed to by the participants. If a meeting is held with electronic participation,
there must be an opportunity for the participant(s) to read or hear the proceedings, and an
opportunity for the participant(s) to speak or communicate contemporaneously with those
present at the meeting. The participant(s) electronically connected to the meeting is deemed
present for determining a quorum and voting purposes.
8.8 Notice of Meeting(s)
The Secretary shall give written notice either by personal delivery postal service or e-mail of
the time and place of each meeting of Trustees, other than the annual meeting, to each
Trustee at least two (2) days before the meeting. Trustees’ meetings may be held at any
place designated in the notice, within or without the State of Ohio. If mailed, such notice shall
be deemed to have been given when deposited in the mail. The notice need not specify the
purposes of the meeting, and the Trustees may consider any matter at any meeting. Notice of
adjournment of a meeting need not be given if the time and place to which it is adjourned are
fixed and announces at such meeting.
8.9 Waiver of Notice
Any Trustee may waive in writing notice of the time, place and purposed of any meeting of
Trustees either before or after the holding of such meeting. Such writing shall be filed with or
entered upon the records of the meeting. The attendance of any Trustee at any such meeting
without protesting, prior to or at the commencement of the meeting, the lack of proper notice
shall be deemed to be a waiver by him of notice of such meeting.
8.10 Quorum
A Board of Trustees’ quorum will consist of half or more of the number of Trustees fixed by the
most recent Board elections. (When the fixed number of Trustees is an odd number, the
quorum number is rounded up from half of the fixed number.) The act of a majority of the
Trustees present at a meeting at which a quorum is present is the act of the Board. Any
Trustee electronically connected to the meeting is deemed present for determining a quorum
and voting purposes.
8.11 Duties
The Trustees shall serve as the Council’s policy-making body and reach decisions on a variety
of Council matters, including but not limited to:
a. Proposing amendments to these bylaws.
b. Setting budgets.
c. Hiring of employees or independent contractors.
d. Developing and approving annual goals and objectives (work plan) for Council activities.
e. Appointing Members of the audit committee; this is to be considered a special committee.
f. The Board Trustees shall carry out their duties on behalf of the Council membership in
consultation with the Executive Officers and Council staff (Executive Director and Program
Director). The Board of Trustees may also consult with a special committee in appropriate
cases.
8.12 Delegation of Specific Duties
The Trustees in their discretion may temporarily delegate to the Executive Officers or a special
committee specific duties agreed upon by a two-thirds (â…”) Board of Trustees majority, except
the power to fill vacancies among the Trustees or any committee of the Trustees. The
Executive Officers or special committee shall meet as requested by a simple majority of the
Trustees. Such delegation is considered temporary because the specific duties can revert to
the Trustees at any time by simple majority vote of the Board.
8.13 Compensation
No Trustee shall receive any compensation for his attendance at any regular or special
meeting of Trustees or any committee. A Trustee may be reimbursed for his reasonable
expenses incurred in attending Council business outside the Greater Cincinnati Region.
8.14 Action Without A Meeting
Any action which may be authorized or taken at a meeting of the Trustees may be authorized
or taken without a meeting with the affirmative vote or approval of, and in a writing or writings
signed by, all of the Trustees who would be entitled to notice of a meeting for such purpose.
Any such writing shall be filed with or entered upon the records of the Council. Such a
decision shall be entered into council records.

ARTICLE 9 – OFFICERS
9.1 Election
Following the election of Trustees at or prior to each annual meeting of Members, the Trustees
shall elect a Chair, a Vice Chair, and a Treasurer (the “Executive Officers”). No Officer shall
execute, acknowledge or verify any instrument in more than one capacity if such instrument is
required by law, the articles, or these bylaws to be executed, acknowledged, or verified by two
or more Officers.
9.2 Term
The Executive Officers shall hold office until their successors are elected and qualified, or such
shorter period as the Trustees may provide, but any Executive Officer may be removed at any
time, with or without cause, by the Trustees; provided, that the foregoing shall not be
construed to affect any valid contractual obligation of the Council to any officer. The Trustees
may fill any vacancy in any office at any time.
9.3 Chair
The Chair shall be a Trustee, shall preside at all meetings of Members and Trustees, shall be
the chief executive officer of the Council and shall exercise supervision over the affairs of the
Council and over its several officers subject to the control of the Trustees. The Chair shall
have such other powers and duties as the Trustees may from time to time assign to him.
The Chair is designated as one of the signing officers for certain documents. In this capacity,
the Chair is authorized to countersign checks, correspondence, applications, reports, contracts
or other documents on behalf of the organization.
9.4 Vice Chair
The Vice Chair shall be a Trustee, shall perform such duties as may from time to time be
assigned to him by the Trustees or the Chair. At the request of the Chair or in case of his
absence or disability, the Vice Chair shall perform all the duties of the Chair and when so
acting shall have all the power of the Chair.
9.5 Secretary / Executive Director
The Executive Director shall be the Secretary of the Council. In addition, the Executive
Director shall be the administrator of the Council responsible for carrying out the policies and
programs of the Council in accordance with the By-Laws and policies of the Board of Trustees
and its Executive Officers, as well as applicable federal, state and local laws, rules and
regulations. The Executive Director shall have authority to employ, assign, supervise, and
release all employees and staff of the Council within the framework and general limitations and
policies established by the Board of Trustees and its Executive Officers. Secretary duties may
include the following:
a. Keep a complete record of all meetings of the Trustees and Council and update the
membership roster as needed.
b. Provide minutes from each meeting to the membership prior to the next scheduled
meeting.
c. Make all reports as required by law and perform other such duties as required by the
Council.
9.6 Treasurer
The Treasurer shall be a Trustee. The duties of the Treasurer shall be those usually
prescribed for such office, and as may be assigned to them from time to time by the Trustees
or the Chair.
9.7 Compensation
Each Officer may be reimbursed for his reasonable expenses incurred in the performance of
his duties.

ARTICLE 10 - INDEMNIFICATION OF TRUSTEES AND OFFICERS
10.1 Indemnification
To the fullest extent permitted by law, the Council may indemnify or agree to indemnify and
person who was or is a party, or is threatened to be made a party, to any threatened, pending,
or completed civil, criminal, administrative, or investigation action, suit, or proceeding, whether
or not it is by or in the right of the Council, by reason of the fact that he is or was a Trustee,
officer, employee, agent, or volunteer of the Council, or is or was serving at the request of the
Council as a Trustee, director, officer, employee, agent or volunteer of another domestic or
foreign nonprofit corporation or corporation for profit, or a partnership, joint venture, trust, or
other enterprise, against expenses (including attorney’s fees), judgments, fines, and amounts
paid in settlement actually and reasonably incurred by him connection with such action, suit, or
proceeding.
To the extent that a Trustee, director, officer, employee, agent, or volunteer has been
successful on the merits or otherwise in the defense of any action, suit, or proceeding referred
to in subsection 10.1 or in the defense of any claim, issue, or matter in such an action, suit, or
proceeding, he shall be indemnified against expenses (including attorney’s fees) actually and
reasonably incurred by him in connection with that action, suit, or proceeding.
10.2 Determination of Indemnification
Any indemnification permitted under subsection 10.1 shall be made by the Council only as
authorized in the specific case, upon a determination that indemnification of the Trustee,
director, officer, employee, agent, or volunteer is proper in the circumstances because he has
met the standard of conduct set forth in applicable law. Such determination shall be made in
any of the following manners:
a. By a majority vote of a quorum consisting of Trustees of the Council who were not and are
not parties to or threatened with the action, suit, or proceeding referred to in subsection
10.1;
b. Whether or not a quorum as described in subsection 10.2.a is obtainable, and if a majority
of a quorum of disinterested Trustees so directs, in a written opinion by independent legal
counsel other than an attorney, or a firm having associated with an attorney, who has been
retained by or who has performed services for the Council or any person to be indemnified
within the past five years;
c. By the Members; or
d. By the court of common pleas or the court in which the action, suit, or proceeding referred
to in subsection 10.1 was brought.
If an action or suit by or in the right of the Council is involved any determination made by the
disinterested Trustees under subsection 10.2.a or by independent legal counsel under
subsection 10.2.b shall be communicated promptly to the person who threatened or brought
the action or suit by or in the right of Council, and within ten days after receipt of such
notification, such person shall have the right to petition the court of common please or the
court in which such action or suit was brought to review the reasonableness of such
determination.
10.3 Advancement of Expenses
Expenses, including attorney’s fees, incurred by a Trustee, Director, Officer, Employee, Agent,
or Volunteer of the Council in defending any action, suit, or proceeding referred to in
subsection 10.1 may be paid by the Council as they are incurred, in advance of the final
disposition of the action, suit, or proceeding, as authorized by the Trustees in the specific
case, upon receipt of an undertaking by or on behalf of the Trustee, director, officer, employee,
agent, or volunteer to repay the amount if it ultimately is determined that he is not entitled to
indemnification by the Council under section 10.
Unless the only liability asserted against a Trustee in an action, suit, or proceeding referred to
in subsection 10.1 is pursuant to section 1702.55 of the Ohio Revised Code, the expenses
(including attorney’s fees) incurred by a Trustee or volunteer in defending such action, suit, or
proceeding shall be paid by the Council. Upon the request of the Trustee or volunteer,
together with an undertaking by or on behalf of the Trustee or volunteer to repay the amount if
it ultimately is determined that he is not entitled to be indemnified by the Council under section
10, those expenses shall be paid as they are incurred, in advance of the final disposition of the
action, suit, or proceeding. Notwithstanding the foregoing, the expenses (including attorney’s
fees) incurred by a Trustee or volunteer in defending an action, suit, or proceeding referred to
in subsection 10.1 shall not be paid by the Council upon the final disposition of the action, suit,
or proceeding, or, if paid in advance of the final disposition of the action, suit, or proceeding,
shall be repaid to the Council by the Trustee or volunteer, if it is proved, by clear and
convincing evidence, in a court with jurisdiction, that the act or omission of the Trustee or
volunteer was one undertaken with a deliberate intent to cause injury to the Council or if it was
one undertaken with reckless disregard for the best interests of the Council.
10.4 Insurance
The Council may purchase and maintain insurance, or furnish similar protection, including, but
not limited to, trust funds, letters of credit, or self insurance, for or on behalf of any person who
is or was a Trustee, Officer, employee, agent, or volunteer of the Council, or is or was serving
at the request of the Council as a Trustee, Director, Officer, employee, agent, volunteer of
another domestic or foreign nonprofit corporation or corporation for profit, or a partnership,
joint venture, trust, or other enterprise, against any liability asserted against him and incurred
by him in any such capacity, or arising out of his status as such, whether or not the Council
would have the power to indemnify him against that liability under this section 10. Insurance
may be purchased from or maintained by a person that the Council has a financial interest.
10.5 Miscellaneous
The indemnification authorized by section 10.1 shall not be exclusive of, and shall be in
addition to, any other rights granted to those seeking indemnification, pursuant to the articles
of incorporation, any agreement, a vote of Members or disinterested Trustees, or otherwise,
both as to action by a Trustee, Officer, employee, agent, or volunteer in his official capacity
and as to action in another capacity while holding his office or position; shall continue as to a
person who has ceased to be a Trustee, Director, Officer, employee, agent, or volunteer; and
shall inure to the benefit of the heirs, executors and administrators of such a person.

ARTICLE 11 - MEMBERSHIP SOVEREIGNTY
Each and every Member of the Council is deemed a sovereign entity and as such, no action
by the Council is thus binding upon any Member who is not in concert with the action.
Members may elect not to participate in Council programs without jeopardizing their
membership status. Similarly, the Council cannot place any financial obligations upon any
Member other than membership dues or mailing fees.

ARTICLE 12 - AMENDMENT
These bylaws may be amended or repealed at any annual meeting of Members or at any
special meeting called for that purpose by the affirmative vote of two thirds (â…”) of the voting
Members of the Council on such proposal. All amendments shall be placed in the Council’s
minute book immediately following these bylaws.

ARTICLE 13 – DISSOLUTION
In the event of dissolution of the Mill Creek Watershed Council of Communities the remaining
assets of the Council, after the satisfaction of all obligations, shall be distributed for purposes
within the scope of the Internal Revenue Service Code 501(c)(3), or amendments thereof.