Montana Association of Land Trusts

Private Land Conservation

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Glenn Marx
Executive Director
PO Box 892
Helena, MT 59624
406-490-1659
montanamalt@q.com

Bylaws of Montana Association of Land Trusts

Adopted on January 31, 2012

Amended May 15, 2013

(a Montana Nonprofit Public Benefit Corporation)

1. CORPORATION NAME, PURPOSES, POWERS AND OFFICERS

1.1 Name.

The Corporation shall be known as the “Montana Association of Land Trusts.”

1.2 Authority.

MALT is incorporated under, and shall be operated according to the Montana Nonprofit Corporation Act (the “Act”).

1.3 Purpose.

The purpose of MALT shall be to promote land conservation policy through education of the public and of independent charitable land trusts regarding the benefits of private land conservation.

1.4 Powers.

MALT shall have all the powers conferred on non-profit corporations by the state of Montana.

1.5 Principal Office.

The principal office of MALT shall be located in Helena, Montana. MALT may have such other offices as the Board of Directors may determine from time to time.

1.6 Registered Office.

The registered office of MALT required by the Act to be maintained in the state of Montana may be, but need not be, identical with the principal office in the state of Montana, and the address of the registered office and registered agent may be changed from time to time by the Board of Directors.

2. REGULATION OF CORPORATE ACTIVITIES AND DISTRIBUTIONS

2.1 Restricted Activities.

No substantial part of MALT's activities shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and MALT shall not participate in, or intervene (including the publishing or distribution of statements) in any political campaign on behalf of or in opposition to any candidate for public office.

2.2 Exempt Activities.

Notwithstanding any other provision of these Bylaws, no director, officer, employee, or representative of MALT shall take any action or carry on any activity by or on behalf of MALT not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended, or any organization contributions to which are deductible under Section 170(c)(2) of such Code and Regulations as they now exist or as they may hereafter be amended.

2.3 Prohibited Distributions.

No part of the net earnings, properties or assets of MALT, on dissolution or otherwise, shall inure to the benefit of, or be distributable to, its members, directors, officers or other private person or individual, except that MALT shall be authorized and empowered to pay reasonable compensation for services rendered to make payments and distributions in furtherance of the conservation purposes set forth above.

3. MEMBERS

3.1 Classes of Members.

MALT shall have three (3) classes of Members: Voting Members, Provisional Members, and Affiliate Members.

3.2 Member Eligibility Criteria.

3.3 Voting Rights of Members.

3.4 Resignation.

Any member may resign at any time by delivering to the Board of Directors or the President of MALT a written resignation. Dues paid for the unexpired portion of the membership year shall be forfeited.

3.5 Termination of Members.

3.6 Expectations of Members.

3.7 Annual Membership Meeting.

The members shall convene their annual meeting each year, on a day and at a time within the month that the Board agrees upon and provides notice of, to the members.

3.8 Special Membership Meetings.

Any Voting Member may call a special membership meeting for any purpose or purposes described in the meeting notice. Any call for a special membership meeting must be in writing, signed, dated and delivered to any corporate officer at least ten (10) days before MALT must give notice of the meeting.

3.9 Membership Meetings by Conference Telephone.

Members of MALT may participate in a membership meeting by means of a conference telephone or similar communications equipment if (1) MALT has thirty (30) or fewer members, (2) the Board authorizes participation by means of a conference telephone, and (3) all persons participating in the meeting can hear each other at the same time. A member participating in a meeting by conference telephone is deemed present in person at the meeting. The chairperson of the meeting may establish reasonable rules as to conducting business at any meeting by telephone.

3.10 Place of Membership Meeting.

The Board may designate any place as the meeting place for any annual, regular or special meeting of the members. The members may change the meeting place if all the members entitled to vote at the meeting agree by written consent to another location. If the Board does not designate a meeting place, then the members shall meet at the principal office of MALT.

3.11 Notice of Membership Meeting.

3.12 Membership Quorum.

Sixty percent (60%) of the votes entitled to be cast on a matter must be represented at a meeting of members to constitute a quorum on that matter.

3.13 Proxies.

At all membership meetings, a Voting Member may vote in person, or by proxy. The Voting Member may appoint a proxy to vote by signing an appointment form, either personally or by attorney-in-fact. MALT shall consider a proxy appointment valid if made in writing and filed with the Secretary of MALT before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date it was made, unless otherwise provided in the proxy.

3.14 Informal Action by Members.

The members may act on any matter generally required or permitted at a membership meeting, without actually meeting, if eighty percent (80%) of the members entitled to vote on the subject matter sign one or more written consents to the action; the members must deliver the consents to MALT for inclusion in the minute book.

3.15 Corporate Records.

MALT shall keep a permanent record of the minutes of all meetings of its members and Board, and a record of all actions taken by the members or the Board without a meeting. MALT shall maintain appropriate accounting records.

3.16 Dues.

Dues shall be determined by the Board of Directors, subject to approval by a supermajority vote of two-thirds (2/3) of the Voting Members in good standing.

3.17 Member Action by Written Resolution or Agent Action.

Any action required by a Member may be evidenced by written resolution of the Member's board of directors, or by action of an agent designated by the Member to act on its behalf. Such designation shall be supported by a resolution granting the scope of the agent's authority.

4. POWERS, AUTHORITY AND RESPONSIBILITY

4.1 Governing Body.

The governing body of the MALT shall be the Board of Directors (hereafter, the "Board.") The Board shall have supervision, control and direction of the affairs of the MALT, shall actively promote and pursue the Corporation's objectives, and shall supervise the disbursement of the Corporation's funds. The may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted, delegate certain of its authority and responsibility to one or more committees.

4.2 Composition and Manner of Selection.

4.3 Eligibility.

Any individual serving as an employee or duly authorized representative of any member in good standing shall be eligible to serve on the Board of Directors of MALT.

4.4 Tenure of Office.

4.5 Proxy Voting.

Proxies and proxy voting shall not be allowed on behalf of any Board member.

4.6 Vacancies.

The Board of Directors, by majority vote, may appoint temporary Directors to fill any vacancies on the Board caused by death, resignation, or otherwise. Such temporary Directors shall serve until the next annual meeting of the Members at which time a replacement shall be elected.

4.7 Removal.

A Director may be removed, with or without cause, if a majority of the membership present at a duly constituted meeting votes for the removal.

4.8 Resignation.

A Director may resign at any time by delivering written notice to the Board of Directors. Unless the notice specifies a later effective date, a resignation is effective when the notice is delivered.

4.9 Regular Meetings.

The Board of Directors shall hold regular meetings on a designated day to be established by the Board. The Board of Directors shall meet at least quarterly. If it appears that a quorum of the Board will be unable to attend a regular meeting, the meeting may be rescheduled or cancelled.

4.10 Special Meetings.

Special meetings may be held by the Board of Directors at the discretion of the President or upon the written request of any member of the Board.

4.11 Annual Meeting.

MALT shall have an annual meeting each year as determined by the Board. A report shall be presented at the annual meeting summarizing the MALT's activities for the previous year.

4.12 Meetings by Conference Telephone.

The Board may permit any or all Directors to participate in a meeting of the Board by, or conduct the meeting through, the use of conference telephone or any means of communication by which persons participating in the meeting may hear each other simultaneously during the meeting. A Director participating in the meeting by conference telephone is deemed present in person at the meeting. The chair of the meeting may establish reasonable rules as to conducting the meeting by telephone.

4.13 Notice of Board of Directors Meetings.

4.14 Quorum.

The greater of a majority of the total number of members of the Board of Directors or three (3) directors shall constitute a quorum at all meetings of the Board of Directors. No action shall be taken unless a quorum is present.

4.15 Manner of Acting.

Unless otherwise provided by the Act, the Articles of Incorporation or these Bylaws, the act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board. Each Director shall have one (1) vote.

4.16 Actions Without Meeting.

Any action required or permitted to be taken at a meeting of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the Directors entitled to vote with respect to the subject matter thereof. Such consent shall have the same effect as a unanimous vote.

4.17 Presumption of Assent.

A Director who is present at a meeting of the Board at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless the Director's dissent is entered in the minutes of the meeting or unless a written dissent to such action is filed with the person acting as the secretary of the meeting before the adjournment thereof, or unless such dissent is forwarded by registered mail to the Secretary of MALT immediately after the adjournment of the meeting. The right to dissent shall not apply to a Director who voted in favor of such action.

4.18 Compensation of Directors.

No Director shall receive any compensation from MALT for services rendered as a Director. Directors may be reimbursed for any reasonable expenses incurred by them in the execution of their official duties, including travel expenses. Nothing contained herein shall be construed to preclude any Director from serving MALT in any other capacity and receiving reasonable compensation for personal services rendered to MALT that are reasonable and necessary to carry out one or more of the tax exempt purposes of MALT.

5. COMMITTEES OF THE BOARD

5.1

The Board may, by a majority vote of the full Board, create committees. Committees may include non-board members, however, such committees shall include no less than two (2) Directors. Non-board members shall not have the right to vote on any action taken by the committee. The members of any such committees shall serve at the pleasure of the Board of Directors. Committees shall exercise such powers as may be designated by the Board of Directors.

5.4 Restrictions on Committees.

Each committee may exercise the specific authority which the Board confers upon the committee in the resolution creating the committee; provided, however, a committee may not (1) approve the dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the Corporation's assets; (2) elect, appoint, or remove Directors or fill vacancies on the Board or on any of its committees; or (3) adopt, amend, or repeal the Articles of Incorporation or Bylaws.

5.5 Committee Meetings.

The sections of these Bylaws which govern meetings, notice and waiver of notice, quorum and voting requirements, conduct of the Board, and action without meetings apply to committees and their members. In addition, the committees shall keep regular minutes of their proceedings and report the same to the Board. The committees are subject to all procedural rules governing the operation of the Board itself.

6. OFFICERS

6.1 Number and Qualifications of Officers.

The officers of MALT shall be a President, a Secretary, and a Treasurer. The Board may elect other officers and assistant officers if the Board deems it necessary or desirable to do so. If the Board specifically authorizes an officer to appoint one (1) or more officers or assistant officers, the officer may do so. Any two (2) offices, except the offices of President and Treasurer may be held by the same individual at the same time.

6.2 Election and Term of Office.

he Board shall elect officers of MALT for two (2) year terms. Each officer shall hold office until a successor is duly elected and qualified or until he or she resigns, dies or is removed in a manner as provided for in Section 6.3. A designation or a specified term does not grant to the officer any contract rights, and the Board can remove the officer at any time prior to the termination of the designated term.

6.3 Removal of Officers.

The Board may remove any officer or agent at any time, with or without cause. The removal shall be without prejudice to the contract rights, if any, of the person removed. The election or appointment of any officer or agent by the Board shall not of itself create contract rights.

6.4 Duties of the Officers.

The duties and powers of the officers of MALT shall be as follows or shall hereafter be set by resolution of the Board of Directors:

President. The President shall be the principal executive officer of MALT and shall in general supervise and control all of the business and affairs of MALT. The President shall preside at all meetings of the officers of MALT and may sign any deed, mortgage, bond, contract or other instrument as provided by general guidelines prescribed by the Board of Directors, unless the Board of Directors has expressly granted the authority for such signing and execution to another officer or agent of MALT. The President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Secretary. The Secretary shall in good faith (1) create and maintain one or more books for the minutes of the proceedings of the Board: (2) provide that all notices are served in accordance with these Bylaws or as required by law; (3) be a custodian of the corporate records; (4) when requested or required, authenticate any records of MALT, and (5) in general perform all duties incident to the office of Secretary and any other duties that the President or the Board may assign to the Secretary. The Secretary may delegate the specific duties set forth above to another individual or receive assistance from another individual in performing such duties, so long as the Secretary retains oversight and review of the records and documents prepared and distributed.

Treasurer. The Treasurer shall: (1) have charge and custody of and be responsible for all funds and securities of MALT (2) receive and give receipts for monies due and payable to MALT from any source, and deposit all monies in MALT's name in banks, trust companies, or other depositories that the Board shall select; and (3) in general perform all of the duties incident to the office of Treasurer and any other duties that the President or Board may assign to the Treasurer. The Treasurer may delegate certain acts or receive assistance from another individual in performing the duties set forth above, so long as the Treasurer retains oversight and review of the related records or documents.

6.5 Vacancies.

All vacancies in any office shall be filled promptly by the Board of Directors either at a regular meeting or at a special meeting called for that purpose.

6.6 Executive Director

The Executive Director of MALT shall be selected by the Board of Directors but shall be hired by Prickly Pear Land Trust. The Executive Director shall be an employee of Prickly Pear Land Trust and as such will be subject to the employee policies, procedures and employee handbook of the Prickly Pear Land Trust. The selection and subsequent oversight and management of the activities of the Executive Director shall be coordinated between the President of the Prickly Pear Land Trust and the Board of Directors of MALT. Prickly Pear Land Trust and MALT shall maintain a written agreement between the two corporations that provides that Prickly Pear Land Trust is leasing its employee to MALT to perform services on behalf of MALT. Issues pertaining to the management procedures, responsibility for expenses and similar issues associated with the position of Executive Director will be set forth in the agreement.

7. CONTRACTS, LOANS, CHECKS AND DEPOSITS; SPECIAL CORPORATE ACTS

7.1 Contracts.

The Board may authorize any officer or officers, agent or agents, to enter into any contract or execute or deliver any instruments in the name of and on behalf of the Corporation and such authorization may be general or confined to specific instruments.

7.2 Loans.

MALT shall not allow anyone to contract on behalf of it for indebtedness for borrowed money unless the Board authorizes such a contract by resolution. The Corporation shall not allow anyone to issue evidence of MALT's indebtedness unless the Board authorizes the issuance by resolution. The authorization may be general or specific. MALT shall make no loans to any Directors or officers.

7.3 Checks, Drafts, etc.

All bank accounts and deposit accounts shall be in the name of MALT, and Fiscal Sponsor. The Board shall authorize by resolution which officers or agents may sign and issue all MALT checks, drafts or other orders for payment.

7.4 Investments.

MALT shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Board, without being restricted to the class of investments which a Director is or may hereafter be permitted by law to make or any similar restriction; provided, however, that no action shall be taken by or on behalf of MALT if such action would result in the denial of the tax exemption under Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist, or as they may hereafter be amended. The Board may delegate to the Treasurer the management of such investments as the Board may authorize.

8. INDEMNIFICATION AND ADVANCE FOR EXPENSES

8.1 Mandatory Indemnification.

MALT shall indemnify a Director or former Director, who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party because he or she is or was a Director of the MALT against reasonable expenses incurred by him or her in connection with the proceedings.

8.2 Permissible Indemnification.

MALT shall indemnify a Director or former Director made a party to a proceeding because he or she is or was a Director of MALT, against liability incurred in the proceeding, if determination to indemnify him or her has been made in the manner prescribed by the Act and payment has been authorized in the manner prescribed by the Act.

8.3 Advance for Expenses.

Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by MALT in advance of the final disposition of such action, suit or proceeding, as authorized by the Board of Directors in the specific case, upon receipt of (a) a written affirmation from the Director, officer, employee or agent of his or her good faith belief that he or she is entitled to indemnification as authorized in this Article, and (b) an undertaking by or on behalf of the Director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by MALT authorized in this article.

8.4 Indemnification of Officers, Agents and Employees.

An officer of MALT who is not a Director is entitled to mandatory indemnification under this Article to the same extent as a Director. MALT may also indemnify and advance expenses to an officer, employee or agent of MALT with the Act and public policy, that may be provided by the general or specific action of the Board or by contract.

8.5 Insurance.

MALT may purchase and maintain insurance (a) to insure itself with respect to the indemnification payments it is authorized or obligated to make pursuant to this Article, and (b) on behalf of any person who is or was a Director, officer, employee or agent of MALT, or is or was serving at the request of MALT as a Director, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise to insure against any liability asserted against person and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not MALT would have the power to indemnify the person against such liability under the provisions of this Article.

9. CONFLICT OF INTEREST.

9.1 Conflict of Interest.

A Director shall disclose to the Board of Directors any material interest which the Director directly or indirectly has in any person or entity which is a party to a transaction under consideration by the Board of Directors. The interested Director shall abstain from voting on the transaction, provided, however that the Director's presence may be counted in determining whether a quorum is present for purposes of Section 4.14 of these Bylaws.

9.2 Approval of Conflict of Interest Transactions.

A transaction in which a Director has a conflict of interest may be approved:

10. MISCELLANEOUS

10.1 Books and Records.

MALT shall keep correct and complete books and records of accounts and shall keep minutes of the proceedings of the Board and committees having any of the authority of the Board. All books and records of MALT may be inspected by any Director, or his or her agent or attorney, for any proper purpose at any reasonable time at the main office of MALT.

10.2 Fiscal Year.

The fiscal year shall begin January 1 and end on December 31 of each year, unless otherwise established by the Board.

10.3 Amending Bylaws.

The Bylaws of MALT may be altered, amended, added to, or repealed by majority vote of Voting Members as is necessary or appropriate to carry out the purposes of MALT to the fullest extent permitted by law. No such alteration, amendment, repeal or adoption shall in any way conflict with the purposes of MALT as stated in its Articles of Incorporation or otherwise cause MALT to lose its qualification as an organization described in Section 501(c)(3) of the Internal Revenue Code.

10.4 Electronic Transmissions.

Unless otherwise provided in these Bylaws, and subject to any guidelines and procedures that the Board of Directors may adopt from time to time, the terms "written" and "in writing" as used in these Bylaws include any form of recorded message in the English language capable of comprehension by ordinary visual means, and may include electronic transmissions, such as facsimile or email, provided (i) for electronic transmissions from MALT, MALT has obtained an unrevoked written consent from the recipient to the use of such means of communication; (ii) for electronic transmissions to the MALT, MALT has in effect reasonable measures to verify that the sender is the individual purporting to have sent such transmission; and (iii) the transmission creates a record that can be retained, retrieved, reviewed, and rendered into clearly legible tangible form.

11. DISSOLUTION

11.1 Dissolution.

Upon dissolution of MALT, the Board of Directors shall, after paying or providing for payment of all of the liabilities of MALT, distribute all of the remaining assets of MALT exclusively for the purposes of MALT and the purposes set forth in Section 501(c)(3) of the Internal Revenue Code. Any assets not so distributed by the Board shall be disposed of by the District Court of the county in which the principal office of MALT is then located, exclusively for MALT's purposes or to an organization or organizations organized and operated for the purposes as the Court shall determine.

CERTIFICATE OF ADOPTION OF BYLAWS

The undersigned hereby certifies that the above Restated Bylaws of Montana Association of Land Trusts were duly adopted by unanimous vote of the Board of Directors during the organizational meeting on January 31, 2012, and now constitute the Bylaws of MALT.

Bylaws Amended by MALT Voting Members on May 15, 2013.

DATED May 15, 2013.

Andy Baur,
President of the Board of Directors,
Montana Association of Land Trusts


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