NCD980602163_19940919_Warren County PCB Landfill_SERB C_Joint Working Group Articles of Incorporation for Non-Profit (Not Obtained)-OCR

..-. '
· ._. 11!:',tate of North Carolina
Oepartment of Environment,
Health and Natural Resources
Legislative & Intergovernmental Affairs
James B. Hunt, Jr., Governor
Jonathan B. Howes, Secretary
Henry M. Lancaster II, Director
MEMORANDUM
TO:
FROM:
Members of the Joint Warren County/State PCB Landfill Working Group
Henry M. Lancaster, II ~f//!_:;Ji;
DATE: September 19, 1994
SUBJECf: Structural and Procedural Amendments to the Joint Warren County/State
PCB Landfill Working Group
The following represents the approved recommendations adopted by the Working Group at the
September 15th meeting. Please review carefully and inform me of any inconsistencies in
verbiage.
REPRESENTING
Office of the Governor ( 1)
Office of the Secretary, EHNR ( 1)
A Div. of Environmental Management ( 1)
Office of the Secretary, Administration ( 1)
Warren County Government
A County Commission ( 1)
B. Health Department ( 1)
C. Public Safety ( 1)
Business/Chamber of Commerce ( 1)
Religious Community (3)
Youth (2)
Grass Roots Environmental Community ( 4}
Motion Adopted -(Secretary will make his two (2)
appointments in consultation with Working Group)
APPOINTER
Governor Hunt
Secretary Jonathan B. Howes
Secretary Katie G. Dorsett
Commission Chair
Commission Chair
Citizens Group
Citizens Group
Citizens Group, Secretary Howes
P 0. Box 27687, Raleigh, North Carolina 27611-7687 Telephone [phone]
An Equal Opportunity Affirm ative Action Employer 50% recycied/ 10% post-consumer paper
Private Citizens ( 4)
F.ducation (I}
\
• ' I ' ! 1 State I,.egislators ·NJapen County}
'
Citizens Group, Commission Ch-:rir
Citizens Group/Superintendent of
Schools
Ex Officio ITheir Choi~e}
Private Citizens (4)
E.ducation (I)
State Legislators (Warren County)
Citizens Group, Commission Chair
Citizens Group/Superintendent of
Schools
Ex Officio ITheir Choice) ~
RULES OF PROCEDURE
JOINT WARREN COUNIY/STATE PCB I.ANDIBL
WORKING GROUP
1 MISSION STATEMENT
A. Evaluate safety of landfill and make recommendations to DEHNR to ensure
institutional controls/procedures/and funding are available to provide long-term
protection of the citizens of Warren County.
II. GOALS/fASKS
A. (1) Assess current conditions and safety of landfill and make
recommendations to DEHNR for addressing any unsafe condition
identified.
(2) Assess need to remove rainwater from landfill and recommend to DEHNR
the basis and technology for removal or allowing rainwater to remain in the
landfill.
(3) Identify and evaluate technologies for detoxification of landfill and make
recommendations to DEHNR on appropriate and feasible technologies for
detoxification.
(4) Identify and recommend implementation strategy to DEHNR for all
goals/tasks including infrastructure and funding.
(5) DEHNR to implement funded recommendations for long-term maintenance
and, if appropriate, detoxification of the landfill.
m. omcrns
A. Co-Chairs. There shall be three (3) Co-Chairs of the Working Group. Two Co-
Chairs shall be members of the Working Group and elected by the members.
One Co-Chair shall be appointed by the Secretary of the North Carolina
Department of Environmental, Health and Natural Resources and shall be a
member of the Working Group. The terms of the current Co-Chair from the
committee shall be for one (1) year from the time of adoption of these procedures.
Said terms shall be for one year, and they shall be eligible for re-election. The
Co-Chairs shall decide all points of order and procedure, subject to these rules,
unless directed otherwise by a two-thirds majority of the Working Group in
session at the time. The Co-Chairs shall appoint any committee found necessary
to investigate or study matters before the Working Group.
B. Secretary. A secretary shall be appointed by the Co-chairs of the Working Group
either from within or from outside its membership, to hold office during the term of
the secretary of the Department and/or until a successor secretary shall have
been appointed. The secretary shall be eligible for reappointment. The
secretary, subject to the direction of the Co-Chairs and the Working Group, shall
keep all records, shall conduct all correspondence of the Working Group. The
Secretcny shall keep the minutes of every Working Group meeting, which minutes
shall be a public records. The minutes shall show the record of all important facts
pertaining to each meeting and hearing, every resolution acted upon by the
Working Group, and all votes of the Working Group members upon any
resolution or upon the final determination of any question, indicaring the names of
members absent or failing to vote.
N. MEETINGS
A Regular Meetings. Meetings of the Working Group shall be held in Warrenton,
North Carolina, provided that if the Co-Chairs so direct, meetings may be held at
any other place in the State. The Working Group may establish a schedule of
regular meetings.
B. Special Meetings. Special meetings of the Working Group may be called at any
time by the Co-Chairs. Meetings may be called by twelve ( 12) or more members
of the Working Group. At least forty-eight (48) hours notice of the time and place
of special meetings shall be given by the secretcny or the Co-chairs to each
member of the Working Group; provided that this requirement may be waived by
action of a majority of the members.
C. Cancellation of Meetings. Whenever there is no business for the Working Group,
the Co-Chairs may dispense with a meeting by giving notice to all the members
not less than twenty-four (24) hours before the time set for the meeting.
D. Quorum. A Quorum shall consist of a majority of members of the Working Group.
E. Conduct of Meetings. All meetings shall be open to the public. The order of
business shall be open to the public. The order of business shall be as follows :
(a) roll call; (b) reading and approval of the minutes of the previous meeting; (c)
reports of committees; (d) unfinished business; (e) new business. Parliamentcny
procedure shall be in compliance with Robert's Rule Of Order.
F. Vote. The vote of a majority of those members present shall be sufficient to
decide matters before the Working Group provided a quorum has been duly
-recorded.
G. Attendance. The Co-Chairs may recommend to the Secretcny of the Department
removal of any Working Group member who without an excused absence fails to
attend three (3) consecutive regular meetings.
H. Membership. Members of the Working Group shall serve for a term of two (2)
years and shall be eligible for re-election by a process at the discretion of the
Working Group.
keep all records, shall conduct all correspondence of the Working Group. The
Secretary ·shall keep the minutes of every Working Group meeting, which minutes
shall be a public records. The minutes shall show the record of all important facts
pertaining to each meeting and hearing, every resolution acted upon by the
Working Group, and all votes of the Working Group members upon any
resolution or upon the final determination of any question, indicating the names of
members absent or failing to vote.
N. MECTINGS
A Regular Meetings. Meetings of the Working Group shall be held in Warrenton,
North Carolina, provided that if the Co-Chairs so direct, meetings may be held at
any other place in the State. The Working Group may establish a schedule of
regular meetings.
B. Special Meetings. Special meetings of the Working Group may be called at any
time by the Co-Chairs. Meetings may be called by twelve ( 12) or more members
of the Working Group. At least forty-eight (48) hours notice of the time and place
of special meetings shall be given by the secretary or the Co-chairs to each
member of the Working Group; provided that this requirement may be waived by
action of a majority of the members.
C. Cancellation of Meetings. Whenever there is no business for the Working Group,
the Co-Chairs may dispense with a meeting by giving notice to all the members
not less than twenty-four (24) hours before the time set for the meeting.
D. Quorum. A Quorum shall consist of a majority of members of the Working Group.
E. Conduct of Meetings. All meetings shall be open to the public. The order of
business shall be open to the public. The order of business shall be as follows:
(a) roll call; (b) reading and approval of the minutes of the previous meeting; (c)
reports of committees; (d) unfinished business; (e) new business. Parliamentary
procedure shall be in compliance with Robert's Rule Of Order.
F. Vote. The vote of a majority of those members present shall be sufficient to
decide matters before the Working Group provided a quorum has been duly
· recorded.
G. Attendance. The Co-Chairs may recommend to the Secretary of the Department
removal of any Working Group member who without an excused absence fails to
attend three (3) consecutive regular meetings.
H. Membership. Members of the Working Group shall serve for a term of two (2)
years and shall be eligible for re-election by a process at the discretion of the
Working Group.
V. REPORfS
Copies of minutes will be distributed to all Working Group members, the County
Manager, members of the State Legislator that represent Warren County, the Secretary
of the North Carolina Department Environment, Health and Natural Resources and the
Governor. Periodic progress reports will be submitted as deemed necelssary by the
Working Group or Co-Chairs.
VI. AMENDMENTS
In order to amend these procedures, there must be 15 members of the Working Group in
attendance and a two-third (2/3) affirmative vote; providing, that such amendment shall
have first been presented to the membership in writing at a regular or special meeting
preceding the meeting at which the vote is taken.
('o.j 2~J CL Ul 0:: H <I LL LL (I u H _J m :::l (L Ct:'. z: I w E (I ['-fY) tS) 'M II) a, ' ['-IS) (L w U1 -::r---s::.. -1-Arthur Brown Dollie Buiwell ✓ Tommv Cline ✓ Carolyn Coleman L. C. Cooper B:llle Elmore ✓ Deborah Ferruccio ✓ Kenneth Ferruccio ✓ A. Nan Freeland Lucius Hawkins Daria Holcomb Earl Umer Bill Mever ✓ Dennis Ratzlaff ./ Patricia Shelby Cedric Tenv Therese Vick ✓ Jim Warren Leon White ~ ~ -::r-"::r-I~ ~ l_g:_ I'() '\(.) c:,,--!! --=:::::. ~ (JD c;:-.. ✓ ✓ ✓ ✓ ✓ .I ✓ ../ .I ✓ ✓ .I ✓ ✓ ✓ ✓ ✓ / j ✓ J ✓ / ✓ ✓ ✓ ✓ ✓ ✓ .I ✓ ✓ J ✓ ✓ ~ -:r -::r -:r -:r--:r ..st:._ er cr--=r a-c::r ~ -~ c,.. cy 'I() l)c> \') ('() ~ --,-=::.. ---,_ -0 C'( <3'" 0 -----✓ ✓ ✓ ./ ./ v j ./ ✓ ✓ ./ J J J ./ J ✓ ✓ J ./ .J ✓ J J ✓ ✓ ./ ✓ ✓ ./ ✓ .I ./ ✓ ~ ✓ ./ ✓ ✓ ./ ../ j J .I .J ✓ j j ✓ J ✓ / \() 1() \{) l() 1f) \{) '\() 1f) )fJ V) 1£ 0--cr-er ~ ~ ,~ c,-er er c::r bO -9 r> (' b'> -r1 -~ cr-C"( ...,9 ("'l{ -ri; •-~ --=:. -------<i t') --11) -.s t)Q -I'<) -::r ~ ~ i,o ✓ ✓ ✓ ./ ./ ./ ./ ./ ./ ✓ ✓ ✓ ./ ./ ✓ ✓ ./ ✓ ✓ ✓ ✓ ./ ✓ ✓ ✓ ./ / ✓ ✓ ./ .I ✓ ./ ✓ ✓ ./ ./ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ./ ./ ./ ✓ ./ ./ ./ ./ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ./ / ✓ ✓ ✓ ✓ ./ ✓ ✓ ✓ ✓ ~ ✓ ~ ✓ ✓ ✓ ,/ .I ✓ ✓ ✓ ✓ ✓ ✓ ./ ✓ ✓ ✓ / ✓ ✓ ✓ ./ ✓ ✓ ✓ ✓ ✓ ✓ ✓ .I ✓ .I ./ ✓ / ./ j J ✓ ✓ ✓ ./ ✓ ✓ ✓ J ✓
The attached is a current listing of the PCB Working Group members. Some
members, such as Patricia Selby, did not become members until later in the process.
Bill Meyer started out as a member, but is now staff. If your name is checked off under
a given date, you were present at that meeting. In a few cases (noted below), there was
no sign up sheet with the minutes, so I reviewed the minutes and checked off the
names of those people who made some comment during the meeting.
On two occasions, October 12, 1994 and December 8, 1994, there was an
agenda, but no signup sheet or minutes. There were tape recordings of the October 12
meeting, but nothing for the December 8 meeting (it may have been cancelled).
Signup sheets and minutes were available for the following meetings unless
otherwise noted:
*6/21/94
7/19/94
8/23/94
9/15/94
*9/ 19/94
10/12/94
11/3/94
*11/ 11/94
11/ 15/94
*12/8/94
12/15/94
1/18/95
2/16/95
3/9/95
3/23/95
4/6/95
4/27/95
5/18/95
6/1/95
*6/22/95
8/9/95
8/24/95
(special meeting to announce presence of dioxin in some samples -
signup sheet available, but no minutes)
(agenda and tapes available, but no signup sheet or minutes)
(no signup sheet, but reviewed minutes and checked off names of
those people who made comments during the meeting)
(signup sheet available, but no minutes)
(agenda available, but no signup sheet or minutes)
(no signup sheet, but reviewed minutes and checked off names of
those people who made comments during the meeting)
(no sign up sheet, but reviewed minutes and checked off names of
those people who made comments during the meeting)
* no tape recordings
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I
PCB LANDFILL
BRIEF HISTORY
In July 1978, the state received the first report of a chemical spill. The spill
material was identified as PCBs on NC 58 in Warren County. PCBs are polychhrinated
biphenyls, a chemical that was widely used as a liquid insulation material in electrical
transformers. The chemicals were banned in 1978.
Eventually, 241 miles of PCB-contaminated roadside were identified in 14
counties. An activated charcoal solution and liquid asphalt were applied along the 241
miles of North Carolina highways where the shoulders had been contaminated with
PCB. This action was taken to temporarily deactivate the PCB to prevent migration
and reduce any hazard to the public.
In December 1978, the state obtained an option on 142 acres of land in Warren
County to use as a disposal site for the PCB-contaminated soil. North Carolina
petitioned EPA to modify its regulations to permit alternative methods of disposal of the
contaminated soil and debris, but EPA denied the petition.
North Carolina and EPA officials signed a cooperative agreement in May 1982
that provided $2.5 million in federal Superfund cleanup money to construct a PCB
landfill in Warren County and clean up the contaminated roadsides. That same
month, the state deeded 120 acres surrounding the landfill site to Warren County as a
buff er zone.
Construction of the landfill began in June 1982. By the end of October, 7,223
truckloads of PCB-contaminated soil had been taken to the landfill. Capping of the
landfill began in November, but bad weather prevented the final soil layer and seeding
of the cap to be completed. Heavy rains in December caused soil erosion on the cap
and bubbles developed in the exposed liner from gas in the landfill (caused by
decomposition of vegetation mixed in soil). The problems were corrected and landfill
completion was scheduled for spring.
Landfill construction resumed in May 1983 and was completed in July.
UPDATE
Staff from the N.C. Division of Solid Waste Management inspect the PCB landfill
monthly to be sure that it remains in good repair (see attached monthly report sheet
for details of what is inspected).
The four monitoring wells at the site and the four surface water monitoring sites
(upstream and downstream on Richneck Creek and an unnamed tributary) are
sampled twice yearly. No PCBs have ever been found in the samples.
In May 1990, the grass and soil on the landfill cap were sampled. No PCBs were
detected in the cap samples. Only one sediment sample from the leachate pond
showed a detectable concentration of PCBs. PCBs were detected at a level of 0.27 ppm
in this sample, which is below the 1.00 ppm cleanup level for PCBs in soil. State
officials think this residue occurred when the pumps in the leachate collection system
were primed after the landfill was closed.
CURRENT STATUS
In 1993, soon after his return to office, Governor Hunt was briefed by state
officials on the status of the landfill. He was told that the contents of the landfill had
not been sampled since it was constructed and that there was water in the landfill that
needed to be checked to find the source and remove it. In March 1993, at the direction
of the governor, state officials met with Warren County officials in a public meeting to
determine what to do about the water. The intent of that meeting was to get
concurrence on extraction of the water, but several citizens expressed an interest in
detoxifying the landfill. Local legislators also said they wanted to ensure the safety of
the landfill. As a result, the NC Department of Environment, Health, and Natural
Resources set up a 16-member working group composed of Warren County citizens
and state officials to make recommendations to the governor about the future
management of the PCB landfill.
The Joint Warren County and State PCB Working Group, which met for the first
time in March 1994, hired Pauline Ewald as a science advisor to work with the group.
The group later approved a plan to sample the PCB landfill.
In late July 1994, surface soil, air, groundwater, surface water, sediment, and
landfill samples were taken by both the state and Ms. Ewald's company, ECO. No
PCBs were found outside of the landfill. However, the laboratory that analyzed the
state's samples detected some dioxins at the ppq (parts per quadrillion) level in three of
the monitoring wells. Opinions varied as to where the dioxins originated.
In September 1994, the working group's membership was increased to 22.
At the request of the working group and with its strong backing, Senator Frank
Balance introduced legislation during the 1995 session of the General Assembly to
appropriate $10 million for cleanup of the PCB landfill. Though this bill was not
enacted, Senator Balance did get the General Assembly to appropriate $1 million from
the Highway Fund for pilot projects to determine the most appropriate technology for
cleanup of the landfill.
The science advisor to the working group recommended base catalyzed
dechlorination (BCD) as a detoxification method. The working group studied the BCD
process and several other possible technologies. The members felt that the BCD ·
process was a suitable technology and would be acceptable to the community because
it could be done on site. The working group is currently working with the state to
select vendors and get the pilot projects started.
The working group is also seeking the services of a science advisor since the
contract with Ms. Ewald expired in June 1995.
JUL-07-'94 THU 08:48 ID: FAX t'-1O: 7334 790
JAMES B. HUNT JA.
GOVERNOR
STATE OF NORTH CAROLINA
OFFICE OF THE GOVERNOR
RAI..EIGH 27603-8001
FAX COVER SHEET
BOARDS AND COMMISSIONS
Telephone: [phone]
Fax: 919•733-2120
WARNING: The information contained in thi:i facsimile message is confidtntial and intended for the use
of the individual or entity named bc:low. lf the reader of this message is not thi: int1:nded ri:cipilmt. you wtt.:
tu.m:by notit'ii:d that any diss1:mination, distribution or copying of this communic.uion is wrongfal. If yo1.1
have rei:tived this communic~tion in error, please: nOlity us immcdilndy by tt:kphonc and ri:tum th~
ori~inal mess.ige to us at the abo't'e add.rc'.)s 't'la thi: U.S. Postal Service. Thank you.
TO;
FROM:
RE:
DATE: 7 /4{.ry TOTAL PAGES:]_
TEXT/ SPECIAL INSTRUCTIONS:
1:1864 P01
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FRX NO:7334790 t:t864 P02. ·i~i,~
.i n7 FH '6?. RESTATED CHARTER OF
.. -~COLLEGE FOUNDATION, : ,.-. I r.
INC,
The undersigned corporation, pursuant to action by its
board of trustees and without a vote of its members, hereby
eKecute~ this Restated Charter for the purpose of integrating
into one document its original articles of incorporation and all
amendments thereto:
1. The name of this corporaci_on is College l-oiindation,
Inc.
2. The location of the principal office of the
corporation sh~ll be in Wake County and its post office address
qhall be ~~leigh, North Carolina.
3. The purpose of the corporation shall be (a) to
administer programs of student financial assistance, approved by
the Board of Trustees, for the purpose of helping students,
paren t s of dependent students, and spouses of independent
students, in defraying educational e~penses which may he incurred
by students in pursuing courses of study beyond the high school ,
.in public or private educational institutions, in or out of the
State of North Carolina, including loans, awards, grants,
scholarships and work programs, and (b) to act as agent in the
administration of student financial ass istance programs for any
other corporation, local. stat@ or federal agency app~oved by the
Board of Trustees.
The Board of Trustees shall determine whether any functs
of the coi-porati on, and in what part, shall be utilized for the
purpoae of guaranty of loans, Such funds as the Board of
Trustee$ decides need to be retained for the purpose of said
guarantee may be invested in prime corporate bonds or debentures
or in insured savings accounts.
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ID: FAX i'JO:7334790 t:1864 P03
eooK 3062 rAGl 384
The Board of Trustees shall be and is hereby
authorized, ·empowered and directed to adopt rules and regulations
to govern the disbursement of funds, including criteria for
determining the eligibility of prospective recipients and for
determining the a.mount of each loan, award, grant or
schola.r~hip.
No part of the net earnings of the corporation shall
inure to the benefit of any individual, or corporation as
dividends,
dividends,
The corporation shall have no power to pay
No part of the activities of the corporation shall be
devoted to carrying on propaganda or otherwise attempting to
influence legislation.
If for any reason the corporation should be dissolved
or otherwise cease to carry out the purposes or to perfonn the
functions herein designated, then all the assets of the
corpor ation, both principal and income, shall be paid over to one
or more public or private educational institutions which shall be
se:lected by the trustees and which qualify as a charitable entity
under the revenue laws of North Carolina. and the United States
Government, which are located in the State of North Carolina, and
which offer courses of s~udy to graduatea of high schools and
preparatory echools, and the income therefrom shall be disbursed
by such educational institueiona for the purpose of providing
either &cholarship aid or loan funds to one or more students
pursuing or about to pursue a course of study therein at the
college, graduate, postgraduate or professional level.
4. The corporacioo is to have no capital stock.
5. The names and post office eddresses of the
incorporat:ori, are aa follows,
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ID: FAX NO:7334790 t:;854 PU4
f>OOK 3062 Pl.&£ 385
(a) The Honorable Luther Hodges, Governor of the State
of North Carolina, Raleigh, North Carolina.
(b) D. Hid en Ramsey, Chairman of the North Carolina
Boa:r-d of Higher Education, Asheville, North Carolina.
(c) Edwin Gill, Treasurer of the State of North
Carolina, Raleigh, North Ca:r:-olina.
6, 1he period of existence of thia corporation is not
limited.
7, The members of the corporation shall be the
following only: The Governor of the State of North Carolina; the
Treasurer of the State of North Carolina; the Chairman of the
Board of Gove:r:-nors of The University of North Carolina. !he
membership of the corporation shall be made up of th~ individuals
holding the .above-designated offices during their te_nui:-e of
office and each shall be succeeded by his successors in office.
8. The business and affairs of the corporation shall
be managed and conducted by a Board of Tnrntees which shall be
seven in number. The first Board of Trustees ~hall be elected by
the members of the corporation immediately after the organization
of the corporation, two for a term of one year, two for a tenn of
two years, two for a term of three years, and one for a term of
four years, Thereafter, the Trustees shall be appointed by the
Governor of the State of North Carolina in the following manner:
Four of the seven Trustees shall be appointed by the Governor
from a list. of not leas than "si:it names nominated by the &ecutive
Committee of the North Carolina Bankers Assocation. w11enever a
vacancy occurs in one of the positions occupied by a nominee of
the North Carolina Bankers Association, the Governor aha11
appoint: the replacements from a list of not less than 50 per cent
more names than there are vacancies to be filled, said list to be
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FAX NO:7334790 t:!864 P05
&oor. 3062 rAtE 386
submitted by the EJc.ecutive Col)ll))ittee of the North Carolins
Bankers Association. The other three Trustees shall be appointed
by che Governor to represent the public at large, and shall not
be employed by or in any way connected with the banking 1ndu6try.
The terros of those Trustees serving ~hen thia amendment becomes
op@rative shall terminate immediately and the Gove~nor shall
appoint-the first Board of Trustees under this power to serve
terms from December 1, 1962, and he shall designate two to serve
£or six years, two to serve for four years, two to serve for two
years, and one to serve for one year. No person holding any
office by popular election in the Government of this State or the
United States shall be eligible to serve as a Trustee, Only
citizens and residents of the State of Noren Carolina shall be
eligible to serve as Trustees.
· After the 14th day of June. A, D., 1968, the Board of
Trustees shall be enlarged by the addition of two membe~s so a~
to provide for a nine-member Board of Trustees. The additional
trustees ahall be appointed by the Governor of the State of North
Carolina in the following roanner: One of the additional two
trustees shall be appointed by the Governor from a list of not
less than two names nominated by the Executive Committee of the
North Carolina Bankers Association, and the other additional
trustee shall be appointed by the Governor as a representative of
the public at large. Both of said trustees shall serve terms
which shall. expire on October· 31, 1974, and their successors
ahall be appointed to serve 6-year terms thereafter, The
additional trustees shall be subject to the same office holding
and resident limitations as were provided for the original seven
trustees and their successors,
-4-
JUL-07-'94 THU 08:52 ID: FAX NO:7334790 ..
· \ :l>-Y,i;i!f ,li::C
1:i864 P05
BOOK 3062 PACE 387
9. 'Ihe Board of Trustees shall invest the funds of the
corporation in auch a manner as the , Bo&rd o:f Trustees deems in
ita sole discretion will best promote and serve the purpose of
the corporation, without liability for loss except in the event
of bad faith.
1 o. Toe books .and affairs of the corporation shall be
audited at least annually and a report made to the Auoitor of the
State of North Carolina, who shall transmit the result~ of each
audit to the Council of State of North Carolina, and to the
members of the corporation. All such reports shall be made
available for public inspection.
11. The Board of Trustees of this corporation shall
have the pow~r by a two-thirds vote of all the Trustees and
without the asaent or vote of the members to make, adopt, alter,
amend and rescind by-laws of the corporation.
1.2. This certificate of incorporation may be lll:l'lended
and altered only by a vote of three quarters of all the members
of the corporation, except that Sections 3 , 8, and 12 of the
Certificate of Incorporation may be amended only upon the
unanimous conBent of all the members of the corporation and upon
consent of the Attorney General of the State of North Carolina,
and upon the con5ent of a majority of the membera of the
Executive Com.mittee of the North Carolina Bankera Association.
13. This Restated Charter purport.s-merely to restate
but not to change tne pr~visifjria of the original articles of
incorporatlon as supplemented and ~mended; and there is no
d hcrepancy, other than as expressly permitted by Section
SSA-37. 1 of the General Statutes of North Carolina. between the
said provisions and the provisions of chis Restated Charter.
, --:-JUL -u (-' ':J4 I HU Utl: ::i..5
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BOOK 3062 FAG£ 388
IN WIT~ESS WHEREOF, this statement is executed by the
president and secretary of the corporation thia ..Sit day of
My commission expires :
mm:rAll&ISI!
VI\/IAN ll. SCJ:WEt. NmAR.'l P.D_Sl:Ic.
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-6-
COLLEGE FOUNDATION, INC.
By: ~Zr i..✓&..tt (h ·
Pres1. ent tf'
Notai-y Pubhc
;9.,p.,.:r
• 1 . a-TIO"W. l"0RM °' (7•111; e
STATE OF
NORTH
FAX TR·ANSMITTAL
-~.:;:;pa£ 111.u.e1.u.1;, v~x-1,"'"'11-e--· · · -· ·
.. CAROLINA Secretary of St~~e .
To ail wh~nf these presents shall come, Greetings~· ~ ·
I, Rufus L: Edmisten; Secretary of·State of ::t~e· State of . . . :
North Carolina, do hereby certify the following._ and ···hereto
• . . • •· ,_ ..... ◄
attached ( 4 she'ets) to be a ·true copy -of
ARTIC:..ES OF INCOitPORA'I'ION . · · .·
OF
CITIZENS FOR A CLE-~N ENVIRONM~NT ·. ·
... . '.·
' ..
the original of which was filed in this office Of!,_t~e ... 25th . day. . ·.
of Ap~il 1991.
In 'Witness Whereof, I have here~n~o. s~t .. my. han~i~~~d
., . .,, . ,·.:· -.~: . .'·. . . ~ . . •.
affixed my official Seal.· · ·· · · · .,. ·.·. • .. _7·.·.-:. : ••
•, . ,'\.
Done in Office·,•. at Raleig_h. ·, thi's '.-... (h·.;_'e:•_:: , .. · · · : · · · ·· d · · ... . .. · ... ~s±.~ ... : ay. · . . .. .
in the Year of our Lord . of April
. .. ·.
. · .. -. . . Stt:retory of Statt . :·. .. . ' '•
•• ••• t • •• • •• ~-.; . ,· : . ·: .. -, :
•·.
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12:55 u:ISTE ~ ~ 1ST Fl...R. -+ 919 733 4811 t-0. 533 002
I I ~
l ARTICLES OF INCORPORATION
of
:ii,t'UNEHi tJ502?'Ju
J.~4/f 0-1/.?.5/~l NM, 10:2
CITIZENS FOR A CLEAN ENVIRONMENT
FILS
m,~.:us ~ E 11/'f.:S, .N
We, the unaersignea, natural person~ of the age ot.;~e,1'-~~me~,n S, i£
( 18) years or tnore, do hereby associate oursel vesd· Jnt;,9 .,.~,.., r,
non-profit corporation under the laws of th0 StatQ oc,:mNortn11. I ,'A
Carolina, as contained in Chapter ~~A of the General Statutes of
North carolina, entitled "Non-Pro!i-:. corpo:::::-ation Act", and the
several amendments ther~to, and to that ~nd do hereby &Qt forth:
l. The name ot the corporation is CITIZENS P'OR A CLEAN
ENVIRONMENT.
2. The period of duration of the corporation shall be
perpetual,
3. The purposes for which the corporation is organized are:
Exclusively charitable and educational within the meaning
of Section S0l(c){J) of thQ IntQrnal Revenue Code o= 1954,
or the eorre~ponding provision of any future United States
Interr.al Revenue Law. These purposes include but are not
lini ted to: ·
( i) To addre::1:s e1ll is!iues directly re:ated to the :'CX
superfund site in Stat~sville, North Carolina;
(ii) To act as Technical .Assistance Grant recipient from the
united States Environmental Protection Agency and to
represent all concerned. citizens in the administration of
~aid grant: ·
(iii) TO be in vol ve<1 in environnental i1:,sues e.f fecting
residents of st~tesville and impacting on the FCX site.
4. The clc~se~ of members end the rights and privileges of
each class are as follows:
Or.G class of membars, without limit as to numbe~, all with
the same rights and privileges. The initiation fees and
annual dues of the members shall be as set out in the by-
laws. :;.
,. All net earr.ings or profits of the corporatio~ shall
be held and used by it for the furtherance of the purposes ror
which the corporation is formed, as stated in these Articles of
tncorpora~ion, and no part of the net earnings er profitQ of thQ
1
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12:56 ~TE MAt-R3rENT PRCERAM 1ST Fl.R. ➔ 919 733 4811 t-0. 533
corporation shall inure to -.he bsnQfit of any member or other individual, or be Oistributed a~ong the ·members of the
co~poration or other individuals, except to the extent th~t the
same may bQ used for the furtherance of the corporate object1ves as set forth herein, No ~ember of the corporatio~ shall receive
at any time any dividend, profit, or ether .payment from the
corporation by reason of his membership therein, but a mem:~~r of
the corporation ~ay be em~loyed by the corporation and to ·· ~µch
services rendered by such rr,ember, ha or she may be c:ompe:,sated
by the corporation.
6. Upon the "dissolu~ion of the corporation, assets shall be distrioute~ tor one or more exempt purposes within the maaning
cf section 501 ( e) (3) of the Internal Revenue Code of 1986, or
corresponding section of any future federal tax code, or sna:1
be distributed to the federal, .tatQ or local government for a
public purpose. Any such assets not ~o dieposed of s:hall be·
disposed of by the court of common Pleas, cf the county in which
the principal officQ of the corporation is then located,
exclusively for such purposes.
7. The directors of the corporation shall oe elected in the
manner provided in thQ bylaws.
8. The address o: the initial registered off ice of thQ
corporation is 1600 Melviney Street, Statesville, Iredell County,
North Carolina, and t'he nania ·of the initia2. registered ~gent at
such address is Jim Abshire.
9, The numbar of Directors constituting the initial Board
of Directors and the name$ and oddreS$QS of tr.ose persons who are
to serve as initial Directors ere;
are:
~
Jirn Abshire
Ellen O'Brien
Jo Anna Ramseur
La::-ry Shaki:r
ADDRESS
1600 Melviney street
Statesville, NC 28677
Route 2, Box ~26
s~atesville, NC 28677
836 Kno~ >.venue
State~ville, ~c 28677
1710 Forest Drive
Statesville, ~C 28677
10. The namQ~ and addresses of all of thQ in~orporators
003
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12:S'i' ~ MAt-R3l'BIT PRCERAM 1ST Fl..R. -+ 919 733 4811 t-o. 533
rf
HA?::m
Jim Abshire
Jo Anna Ramseur
Larry Shakir
ADOBES$
1600 Melviney street Statesville, ~c 28677
Route 2, Box 226
Statesville, NC 28677
83e Knox Avenue
Statesville, NC 28677
~710 Forest Drive
Statesville, NC 28677
11. The corporation shall have all the powers conferred upon corporations by Section 15 of Chapter 55A of the GenQral Statutes of North Carolina, and &uch amQndrnents thereto as may
be enacted by law, ell of which gener~l powers are by reference
made a part hereof as though fully herein written.
• IN TESTIMON¥ WHrBOF, we have hereunto set our han~s an~
seals on this the / day of April, 199:.
/5/
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t{).533 1;!05 06129194
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12:57 ~TE ~ ~ 1ST FLR. ➔ 919 733 4811
Uf.~LfY,
MKEl!,P.I\.
lloflM
.U,H. C.
i NORTH CAROLINA-)
)
)
'
!REDELL COUNT¥
This is to certify that on th& J:{ day of April, 19~1, personally came before ne, e Not~ry Public, in Rn~ tcr tne State
a!"ld County aforesaicl, JIM ABSHIRE, ELLEN O'BRIEN, .;o ANKA RAMSEUR, and LARRY SHAKIR, who, I am satisfi~d are thQ persons
named herein, and who o~ecuted the foregoing Arti~les of
Incorporation; and I, having first made known to t.hen tl".e
conten~s thereof, they <11<1 acknowledge that they signed and delivered the same as their voluntary act and doQd for ~he usee and purposes therain axprassad.
IN WI}1ss WHEREOF, I have hereunto set my hand and seal,
this the day of April, 1991. ·
,s, ~d~bl~j
My comm~ssion expires:
l{~◄,tu2s; ;qq~
'-
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06129/94 12:57
AR'l'ICLZ :CI
AR'l'XCLE III
ARTl:CI,E :CV
( . '
..
~ ~ PR™11ST FLR. -+ 919 733 4811
BYLAWS
OF
Cl'l'l:ZBNS 1'01\ A CI.BAN JWVmONMENT, XNC.
Purpo••••
t£1. 533
Citizens tor a Clean Environment, Inc., (here~fter
referred to as CCE) ~ 1• a non-prot1t, community
based organization concerned about the safe and
peni.anent clean-up of hazardous wastes in Iredell
County, North CarolinA, including National
Priorities List SUperfunQ Sites, sueh as the FCX
Site. Its purpose is to help educate the C:OJllmUnity
regarding the proposed clean-up methods and to
provide citizens with a voice in that process. CCE
will also act as Technical Assistance Grant
recipient from the tTnited States Environmental
Protection Aganey and to riapreaant' all conoernad
citizens in the ~dministr~tion of aaid grant.
Memb9rship1
Membership is open to all citizens concerne~ 4bout
the cleanMup of Iredell County and the impact the
clean-up will have on the local environment. All
persons are eligible for membership by
demonstrating an interest in the purposes cf thi•
organization, regardless ot race, sex or age. All
melllbers shall affix their signature to a roster,
indicating their meni.bership.
Offices,
Section l. Principal Pla9e ot Business. CCB shall
hold monthly meetings at the Iredell County PUblic
Library, Water Stra.et, Stata•ville, NC. However,
the meeting place may be changed to any public
place or private residence within zredell county.
S99tion 2. R~qist@red Office.
office shall be 1600 Melviney,
28677.
Bo~;~ of Directors,
The registered
Statesville, NC
Section l. General Powers. Tlle .Boa.rd of :Oirectore
ah.all have general charae and control of the
affairs, funds an~ direction of CCR.
......
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action 2. Number and Oualificacion. ~he nwnbar
of D rectors for CCE ahall be 'tour (4), and eac:h
membar shall have one vote. ~he initial Direccore
•hall be •l•cted and •hall live or work in Iredell
County. -'l'he :Board of :Direetor• may elect to name
honora.ry Board Member•. '?here shall be no
residency requirements ~or the Honorary Directord, nor shall they have voting powers.
Section 3. Teen of Offige. t7pon inetallation of the :eoaro ot Directors, two ( 2) Directors ahCLll serve for two years, two (2) Directors shall serve
for one year. Following the fir■t term, all terms
ab.All be two years. Bach Director shall •erve the
tull term ot office, unless he resign& or is
removed from office as herein~tter provided.
Directors may ■erve consecutive terms.
I
Section 4. Meetings. 'l'be zso~rd of Directors ehall
meet at least two times per year, cf which one
meeting ahall be the annual meeting. The annual
meetin~ ehAll be for the purpo~o of electing the
BoarO Members, appointing new officers and other
appropriate business. The meetings will be
conducted in general accord .with Roberts Rules o!
Order.
Seotion 5. ouorwn. The majority o:c the numl:>er of
the Dirac tors fixed by these · Bylaws shall
constitute a quorum.
Section 6. Resignation. A Director mo.y resi~
from mambarship on the Board at any time by
presenting a written resignation in :r,erson at a
regular meeting or epec:ial meeting of tho ~oard.
S@etion 7. vacancies. A vacancy occurring among the Directors may be filled by anyone belonging to
CCB, providing tho.t peruon lives or works in
Iredell County. All such vacancies shall be filled
by a vote of the remaining Board Members.
Section 8. compensation. Directors ebll not receive any compensation for their servicee.
Section 9 • Abpenoo. Should any member of the
Boa.rd of Directors be absent without good cauae
from two consecutive meetings of tho Bo~rd, that
seat may be declared vacant, the vac~ncy filled ~s
provided by th$&& Eylaws.
06/29/94 12:58 ~ ~ ~ 1ST Fl.R. ➔ 919 733 4811 t-0. 533
ffl· ~~ ., '§! .if,, Section 10. Residency. Shoul~ any member ot the
Board of Directors change his prinoi~al place of
reaidence·or employment to onQ outside of Iredell
County, then that seat on the J3oe.rd shall be
4ec:1Arad vacant, that vac~cy to l>e tilled as
prov1c1e(l i:,y these BYlaws.
Offic,era1
Section l. Titles. The orricers of CCE shall ~ea
President, Vice President, secretary and Treasurer.
Section 2. Appoip.tme~t and 'l'erJn. All of the
otticers ot CCE shall serve thr·ougl'l appointment by
the Board of Directors for one year.· The officer
ahall ••rve until the expiration of his term,
reai~tion, or remov4l fro~ office.
\
section 3. Y.acAncigu, 1nd Removal. vacancies
the officers may ba fill ad by appointment.
officer may l:>e remove<;t when the Boe.rd deems
be in the best interest ot CCE.
among
Any
it to
S~ctio~ 4. President. ~he President ahall bQ the
chief executive office~ of CCE, eh~ll be aubject to
tlle control 1n accord.ance to these !lylaws. The
President shall preside at all meetings of the
Board of DiraC!tore. Tha President shall sign, with
any proper office~, instrwnents which may be
lawfully executed en behalf of the organization,
except where requ1reo. or permitted by law to 1'e
otherwise signed and executed, and exce:c,t where the
signing and execution thereof shall be delegated by
the Boe.rd of Director■ to some other officer c~
agent. In general, the President shall perform all
duties as may be prescribed by the Board of
Diractora from time t ·o time.
section 5. Vice President. '.rhe Vice President
shall axarciaa the powers of the President during
that officor's absence or inability· to aet. The
Vice !>resident ehall ba.ve euch other powe.ru ant1
perfo.r:m such other duties as may be assigned to him
by the Board of Directors.
Seetion 6. Treooure£. The Treaaurer shall have
custody.of all tunas belonging to the organization
and shall receive, deposit, or disburse the same :;
under tha direction of the Board of Directors,
008
I '· . ~
ARTICLE V::t
tsM fl w
provided that tha Board may appoint e custo~ian or
depository for any •uch funds and designate whose
signature o~ authority such tunds may be disbursed
or tran•ferred. ·
section 7. Seqret&.ry. 'l'ha Sec:::-etary eball keep.
accurate records of the proceedings ot all meetings
of the Boar~ of :Cirectors anc.1 shall attend and
record the proceedings at all m•at ings of the
members. He shall aiv• or cause to be given all
notices raquired by law and by these sylaws. He
ehall have generCLl charge ot the organization' g
books And recorc.1s and of the CoJ:l)orat• eeal and.
shall attix the Con,orate seal to c.ny lawtully
executed instrument requiring it. The secretary
shall aign such instruments as l!UlY require hie
signatux-e and, in general, perform all duties
incident to the office of Secretary and such other
duties as may be assigned to him from time to time
hy the President or by the ~oard o! Director&.
seccion a. Absence or p£sahilitv of Offioe;e. In
the event of the abeenoe or dia,Clbility ot any
officer, the Directors ~Y aelegate bis powers and
duties for.the time being to. any other officer.
section 9. EI]plOY@es or Aqente. ~he ~irectors may
employ or autho.ize the employmene ot advisors or
agents AS •h~ll ~e considered necessary or
Advieoble !or the conduct of the affairs of the
organization and shall aacign their duties and !ix
or approve their compenaation.
committees:
Section 1. Executive· committee. There shall be an
Executive Committee consisting of the Prasiidcant,
Vice President, 'l'reasurer and Secretary. ~be
President shall aQrve as chairman of the Executive
committee. The ~xecutive committee may meet at
et~ted times or on notice to all hy any of their
own number. During the intervals between meetings
of the Board, the Bxoautive Committee shall have
and may oxercise the power o! the Board in the
~~gement of the business and affairs of the Board
except that the Executive Committ$e shall not h~ve
the authority of the J3oai:d aa to the :following .
matteraa
I
i
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ARTICLE v:n:
ARTICLE VIII
u:isTE MAt-m"ENT PRffiRAM 1ST FLR. ➔ 919 733 4811 t-o. 533
Funds:
Section 1~ Chec~s. All checks, drafts, or or~era
for the palr'1Jlent of money or notes or other
evidences of indebtedness issued in the name of the
organizat.ion sha.ll be sign.Gd by such officer or
officers or other individuals as the Director8 may
4e&ignate. ·
section 2. pond. The Board of Directors may by
resolution require Any o.nd all officers, agents,
and employees of the or;aniz~tion to give bond to
the organization, at the expense of the
organization, with •ufficient sureties, conditioned
on the faithful performance of the duties of their
respective offices or positione, and to comply with
QUeh other conditions aa may ~e required by the
Eoard from time to time.
Section 3. Deposits. All funds of the
organi~ation shall be deposited from time to time
to the credit of the organi%ation in such banks or
other deposicories as the Board of Directors may
select.
Section · 4. gifts. The Executive Committee may
accept on beheilf of the organi:zat ion any
contribution, .gitt, beque:,t, or devise of personal
property for the general purposes or for any
special purpose of the organization.
Section 5. Fiscal Year. The fieoal year of the
organi%ation shall be the period ending on December
31 of eaoh year.
Section 6. Au~it of Books. Tha books and records
of the organization. shall be audited at the
discretion of the Board of Directors or ~s required
by law. All· b'ooks: and records of the organiza'tion
may ~e inspected by any Director for any proper
purpose at any reasonable time.
General Provisions.
Section 1. §.W. The seal of the organization
shall be circular and shall bear the name of cbe
organizacion.
section~-Waiver of Notice. Whenever any notice
is required to be given to a:rry member of the Boara
under the provisione of thaae Bylallls, a Waiver
thereof in writing signed by the person or parsons
i
I I i l l l .
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(a) 'l'he dissolution, merger, or consolidation ot
thQ organization; or th• amen&nant of the Charter
of the orga.zusation.
Cb) ~he designation ot any such committee or the filling of vacancies on the Board of Directors or
in. any such eommittee.
(c) ~h• amendment or repeal of the ~yl~ws, or the
adoption of new Bylaws.
(d) ~ha amendment or repeal of any resolution of
the JSoord which by its term.es shall not ha so
amendable or repealable.
(e) ~ha entering into of any contractual
AgretWe~te.
'l'he Board must approve the action of the Executive
Committee.
section 2. Other Committeee. Other committees not
having and exercising the authority ot the Board ot
Director• in the manaaement of the oraanization may
be deai~ted by o resolution adopt•~ by a majority-
Of the Directors present ~ta meeting 4t which a
auorum is present. Except as otherwise provided in
such resolution, the Presi~ent of the organization
ehall Appoint the members and chairman thereof.
Section 3. Term of Office~ Each member or a
committee ;hall ~•rve as ■uch until all duties of
tha.t comitLittee are met or until a suece•1or :l.11
appointe~ !ollowing. a written reeigu4tion.
Section , . Chairman. Except as othex:wise provi~ed
in these .Bylaws, one mQ:mber of oaeh committae ahall
be appointed chclirman by-the pereon or persons
authorized to appoint the members thereof.
Sect ion 5. VaoanciQs. Vacancias in the membership
of any committee may ~e filled in the same manner
as the incumbent member was appointed.
Section 6. Quorum and Action of Committaas.
Unless otherwise provided in the resolut:ion
designating a committee, a majority ot the memlJers
on a cownittca~ ■hall conatitute a quorum, and the · r;
act of 4 m4j0rity of the members praeent at a
meeting at whieh a quorum is present shall be the
act of the committee.
.. , ___ -. --· .. __ _
··--·. ----·· .... ~--~•'"-r--:-"•' ' .... ··-··:
13:00
. ;
.:rune 6., 1991
•
~TE ~ PRCERAM 1ST Fl..R. ➔ 919 733 4811 t,o.533 ~12
en·l•c:l to •uch notice, whet .. :be.tore or atta:r
t.he time stated therein, or attendance at the
meeting referred to in such notice, shall be che
equivalent to the waiving of •uah notice.
feet ion 3. gee ot nin<ls.
received by CCE will
environmental and health
educational purpoeea.
Any anc1 all funds
be used to gather
information .:id fo~
~ection 4. ~obby1ng. CCE does not, and shall not lobl)y a,ny legislative office. However, ,.,. do
reserve the right to make public our positione
regarding envi~om1uantal lAws, ~ogu.l4tione and
legielations. ca: will not endorse any political
campaigns !or public ott1ce. ·
§e~tion 5. AmandmantG. 'l'heee By-laws WtY be
amended or repealed and new Bylaws,may be adopted
by the at::C'iJ:mative or sp,cial meeting at which a-quorum is present, provided that notice of tho propo■ed action ahall · have been izicluded in the
notice of the meeting as shall have been ~ived as
provided in these ~ylaws •
NJ.:J.;S.j !A:11
OP1'10N,'L FOOIA 99 r,-tc)
FAX TRANSMITTAL
T'!JI\CI(. 6vrz.l!l'L fromv~,~~ /)~~
~ti'f~.oJ> sa:,.-,,,.J p~~l.f ~v-1-3~1 ~14c.i.1)
:::~!:L~~~~~'' ~,o,
~ax• STATE OF
NORTH
CAROLINA ·
Department of the
Secretary of State
To all whom these presents shall come, Greetings:
I, Rufus L. Edmisten, Secre_tary of State of the State" of ·
North Carolina,, -do· hereby certify the following and hereto
attached ( 2 sheets) to . be a true copy of
ARTICLES OF INCORPORATION
or
MOORE FORCE
t~ origfnal of which was filed in this office on the 2eth . day
of March, 1991.
' .. In Witness Whereof, / have hereunto set my hand and
affixed my official. Seal.
. : Done in Office, tit Raleigh, "this. the 2sth day
of'. . March iri the Year of our Lord 1991.
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13:02 ~ ~ PRCERAM 1ST FLR. ➔ 919 7.33 4811
State of North Carolina ,.-....
~opartment ol the Secretary or State
ABTIOLBS OF INCORPORATION
NONPROPlT CORPORATION
t{).533 002
We, tho Wlderalpaed natural penon, of'the qt ot eipteen 7ea.ra or more, act.inc u incorporaton for
the purpose of cre&tinr a nonprofit corporation under the law, of th• State of North Carolina., u
contained in Chaput &Mot the General Stat11t.e1 or North Carolina, entitled "Nonpro5t Corporoaon
kt", uul eht aevoral amwdmeatl thereto, do bereby aet forth:
1. Thi um• of the corporation fa~._.__...m_o_o_re ....... Fi ... G .... R ..... (_t_-_________ _
2. The period ot clmation otthe corporation ahall be:._,...;.{1.Jl~~'.l'r[);.>,,Q&~ ... 0-Q _______ _
<Mv.¥ 6c Pfl'JHIWU or tor a UmUed p,riod.J r
a. The .JtW"POaeCa) for wbieb the corporation ii OJpDiHd an: • · ·
,,
0 COl'~W) ~ ,~ fLi,,OOu.A ffi~ Cu ld ~~a~A.L,e,~tk"i CL c.frct.c..A...
J~vi~ ~, ·,di.c.C'a.hc,u..cy c~,•"~" ... "-h.r ~ volvt~# _ ·
@ W,vw, . · i e.v.vUIO-...u..e.~ ('C,,,ceu.v:, L~ .... )ho·o1 e Ce-~Jic.
® _...,uu...&..1 . ½i~e Cx.«..t~•:1 Lt.JLThn.r~ /iUJ~u...,,,CflA.,
'6 (C.wcl ,Uher a orb);
L Tho eorpc;ra~on aball ~v~ memben u provided by the b)t-lawa.
_h. 'l'he Corporation aball have no membera and t.be board or directDn ahal1 be elected or
appointed u provided by the bylawL
6. The street addreu Qd eo,.mt)' of the initial ~red office oft)ie corporation la:
Number and street~-l'J5 J\ J • Ma, 1 ~vt-<:::::.L : ,J f'l 'J , · . \ (' ., r • ·3~! '1 VG Ct~, State, Zip Cod•¥ZtWQt2 Uz t ti·, Q':> } v, ~ l2 Cowit,Y, m QQ:( e
. '
. 'I. The aumber ot dir~ra conatftutlng the initial board of direct.on lhall bt __ (o ~ of llv:ec
., ,.,.,.;rm,, and the names and addreases (includinl tb-ttt and number) or the penon, who an to
aerve u clirecton unb1 the fint mNtinr or the corporat.ion vr until their 1ucces1on are elect.ed ancl
-i,11Jified are: · •:
1)r,"Sfe.oe ~i,,45k.i
~evek--laVb~~3'~
lofht EV\d, 11·c -~~'37"
Yv~ turod··
?,o."3c(J 79'4-t__r.11<..
~,,el,vrst I Iv~~. ;1.S'J?t
CORPOliTJONSl>MmON ·I00~~8ALISBUKYBT. ~-; ;. . . ,, . : ', ..
JWZIQIL NC 1"71GU~ . ' ... .
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fh• name and addreal --din~ ltnd and n~•r) of the lncoa,... .. ,wr{1) are: (o,J,.._....,.,..,o,,.,_,mral) Rt'~d {'v1 (ic;t\1,4 ~OC.4-
. t'io w • Yl/L>'n~ A l':f • *3
~-e:,~,.v... p~lj. YI c. ~ s 3g·7
I. An-, ot.Aer pl"Oviaiona wlai~ the corpo..-t.ioa elect.I to iaelude art attachtcl.
In te•.iw,p?' w~ereof, we have h~ set our bud,, thia th•. .:2 4: da, cir J./,jJd l ~, , 19.::JJ-
State or &e · ..
Coant, o( Ht? fd.
l.-.1:l-::..11'1.:."'--,.C--·,_::::;5..;.:~.;.Lj..L.:H,..~----a notar)t puhllc, do bereb)-certify that .
!
penonallf appeared and acknowledged &he t%ecu.Uon ot the rortiOinr Art.ielea or lnoorpontion. . .. .
1n··1ut1mony Whereof, J have hemmto ut ID)' uiul mid ofti~ MS~ t.bla &he ,;/4 ".!-• day .
o[ ·l½C\rc+ I 19-11.. .
~-(L.8.)
My Commiuioft 1zp1n)r/?oiiim7ffloii'Exnfru'-.s..; 1« ~~ . . ,
...
NOI'ES: Filing fff it MO.. Ont eueuted orlpnal and an• exact or conformed «>py oCtheae articlu must be m.a
• ,. ..-it.h tl\e s.cr.~ otsw.. · · ·
Q.ORPOIW'I()NSDMSION ·· · iooN.~tntT-~. JlAWQH.NC 21souooo .·· .. :. .. • ., .. · .• ·=· • • '•,·: '• . : . ··· .• ·:.: .• · :·. ' . • . .
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13:03 ~ ~ PRCERAM 1ST Fl...R. -+ 919 733 o4811
r
UDDID BY-LJ.WS
01'
KOOR.I 1'01.CZ, tlfC •
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t-0. 533 004
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.,·
.U.T?CLB XV -
EXECU'l'IVE COMMITTEE:
I I
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••
~ ~ PRCERAM 1ST Fl.R. ➔ 919 733 4811 t-0. 533 006
,: ..
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.UTZCLI VJ: •
STANDING COMMITTEES:
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•
13:ffi ~ ~ PRCERAM 1ST FLR. ➔ 919 733 4811 l'LJ. ~
.r I
prior to the called meetinq.
-UT%CLB VJ::IJ: •
AMENDMENTS:
'thelie Bylaws may be amended or -revised by an
affirmative vote of two thirds of the meml:>erShip
present at a meetini designated for that purpose.
Wrii:ten copies of proposed amendment(a:) or ·
~•vision(s) snall be provided oach member at least
thirty days prior to the designated meeting. . . ' . . . , .
•, .••··
·. ~
THIS m · /8 DAY OF
...
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06129/94 13:3'7
·•
IJASTE ~ PRCERAM 1ST FLR. ➔ 919 733 4811 t.().533 007 ----
.BYLAWS OF 'l'HE CWEPS
section 2. Use of Funds. Any and all received by CWEPS
will be used to gather environmentcl and heclth
information and·for_educAtioncl purpoaes.
Section 3. Taxability, Notwithstanding any othCilr
provision of these ~rticles, CWEPS &hall not carry on Any
activiti•• not peatitted to be cAa-ied on by (a) a
corporation exempt frOJU Federal income ~ax under Section
501 (c) (31 of the Internal Revenue Code of 1954 or the
correspond ng provision of any future United Statae
Internal Revenue Law or (b) a corporation contribution~
to which are deductible under Section 170 (C) (2) of the
Inter.nc.l Revenue Code of 19~4 or any other corresponding
provision ot any future United ~tates Internal Revonue
Law.
Section 4 . &rtendments •.. · These Sylews · may be amended or
repe~led and new Bylaws may be adopted by the affirmative
vote of two-thirds of the Members of the Steering
Committee present at any regular or epeciAl meeting At
which a quorum ie· preeont, provided that notice Of the
proposed ection shall have been included in the notice of
the meeting as shall have been waived as provided in
these Bylaws. ·
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13:35
ARTICLE V
LJASTE ~ PRCERAM 1ST FL.R. ➔ 919 733 4811 t,O. 533
BYLAWS OP 'l'HE CWEPS
Committee be absent without good oausg from three
eonsgcutive meGtings of the Steering Committee, that Be.at
m~y be decl4red voccnt, the v~ccmcy filled e.s provided by
t.hese Bylaws.
officers:
Section 1. Title5. The oft1cers ot CWEJ?S shall ce
Director and Treasurer.
SQetion 2. Appointment and Tenne. All of the officers
of CWEPS shall aerve th;rough appoint.men~ ~y the Members
of the Steering Committee for one year. The officers
shall serve until the expiration of his/hor term,
resignation or reJnoval fro~ office.
004
: Sectlon 3. vacant:ies and Removals·~ ·-·vaeancies ·mnong the·
oft1cers may be filled by appointment. Any officer may
be removed ~hen the St~Qring Committee de9ms it to be in
the best int~rest of CWEPS,
_section 4. Director. The Director shall be _the chief
Member of ·the Steetinq Committee of CWEPS anti shall ha
subjec:t to thQ control of the Steering Committee cmd
shall manage this organization in accordance to these
Bylaws. The Director shall preside at all meeti~qs o:
the Steering Committee, The Director shall sign, with
any proper member, instrumc:intlii whioh may be lawfully
executed on behalf of CWEPS, except where required or
permitted by law to be otherwise signed and executed, and
except where the signing and execution ther~of shall be
delegated by the -Members of the Steering CornmlttQQ to
some other officer or agent. In general, the Directer
shall perfo:rrn o.ll dutie:s a21 111.ay be prescribed by t~e
Steering Collllllittee from tillle to ~1.me,
Section 5. Treasurer, The Treasurer shall have c~stodv
of all funds b9longi.ng to the organization end ehall
receive, c:iepo8i t or disburse the same under the direction
of the Members of the Steering committee: provided that
the Members of the Steerinq Committee mAy appoint .a
custodian or depository for any such funds and deeigna~e
whosa signature or authority such fund21 m~y be dlsbursea
or trcmsferred, ·/ · . ,;
Section 6. Absence or Disability of Office.re. In the
event of the absenco or disability if any officer, th:
Matl\bers of the ~teering Comn1ittee may delegate hiS/her
power:, and duties for the time 1'eing to any other
4
ARTICLE IV
BYLAWS OP THE CWEPS
Board of Directors;
Section 1. General Powere • The Members of the Steering
Committee shall have general charge and control of the
attain, funds and direction of CWEPS.
Section 2. Number end Qualifications. The number of
Members of the Steering Committee of CWEPS shall be seven
(7), An~ each member shall have on vote. Tha initial
Members of the Steering Committee shall be elGcted and
shall reside in Wake County. The Member=, of the Steering
CoJIIDlittee m.,.y elect to name honorary board members, put
there zsha.ll be no residency reguix-ement for Honorary
Directors, nor shall they have v~ting powers.
Section 3. ~erm of Office, Upon inetallation ot tne
Members of the_ S_teering c~~tee-; all members shall
aerve for three years, unless he/ she resigns or is
removed from office as hereinafter provided.
S§\ction · 4. · ·Meetingp; ·The Members ot· the .. ,steering-
Committee shall meet at least four times per year, of
which one meeting·: sha.J.l -be the annual meeting: . The
annual meeting shall be for the purpose of Appointing new
officers and other appropriate bu=inese. The meetings
will be conducted in general accord with Roberts Rules of
Order.
Section S. Quorum. ~ho :majority of the number cf the·
Membgrs of the Steering Committee fixed by these Bylaws
ah~ll con~titute a quorum.
Section 6. Resignation. A mamber may resign from
memb,u:ship on t.he Steering Committee e.t any t.1me by
preeenting A written ree1gnat1on in person at a regular
meeting or special meeting of the Members of the StQering
Committee.
Section?. v~concie~. A vacancy occurring among the
Member., of the steering committee may oe filled by anyone
belonging to CWEPS, providing that person is a resident
of Wake County. All such vacancies shall be filled by a
vote of the remaining Members of the Steering Coimnittee.
: ;,
Section 8. Compensation. Members of the Steering
committee shall not receive any compensation for thoir
services.
Section 9. Absence. Should any_Members of the Steering
3
13:34
ARTICLE I
ARTICLE II
ARTICLE III
~TE MAt,m,e.IT PRCERAM 1ST Fl.R. ➔ 919 733~48;;.;1~1 _______ t-o_. 533 ___ ~ __
t@; 'i_ifji'
PJ.lt".P9Set
BYLAWS OF E CWEPS
The Clean Watcir and Environment Project for Shiloh, Inc.,
{hereafter rofe~red to as CWEPS), is a non-profit,
community based organization concerned about th• safe and
permanent cleanup of hazardous waatea in the Shiloh
Community, including National Priorities List supertund
aite&, euch ae the ~oppere Site. Its purpose is to help
educate the community regarding the proposed cleanup
methods and to provide citizens td th a voica in the.t
process. CWEPS will also act ae ~echnical Assistance
C:r:ant recipient fx-om the United States Environmental
.Protection Agency 11nd to represent all concerned ci t_iz_ens
1n the administration of said grant. · -
.. : ... · ...
. Membership:
.Membership · is open to e.ll citizens concerne·d about the· ·
cleonup of the Shiloh community and the impac~ the
·cleanup will nave on the ·1oc-al env_ironmant. -All persons
are eliqible for membarship by demonstrating an inte~est
in the purposgs; of this organization, regardless o:t race,
·sex or age. All members shall attix their signature to
~ roster, indicating their member!hip.
Offices:
Section 1. Principal Place of Business. CWEPS ehall
hold monthly meetings at the Shiloh -Community Centar,
Morrisville County Line Road, Morrisville, North
Carolina. However, the meeting plaoe may be ehAnged to
any public place or private re=idence within the Shiloh
Community.
Section 2. Registered Office, The registered office
shall be at 5711 Koppers Road, Morriaville, North
Carolina. . •
. 2
.
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06/29/94
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13:34 lJASTE MAM=GENT PRCERAM 1ST FLR. ➔ 919 733 4811 MJ.533
a-TO'W.l'OftM91(H0t
FAX TRANSMITTAL
T=:JA<./{_ 8"'1.t!Jt-S t:J~,v
01~~~1> Si:enorJ f'tlo~~" ~v-1-3~1 ,J111.t,eo1) u, ~, 'it~ 7 ,"J-t/111
IMl~IOI Pl~lCC:! /\OMINl:STMTIOtl
. ~ ... ' -... . ·-. -----.. _, __ _
BYLAWS
OF 'l'HE
CLEAN WA'l'ER AND ENVIRONMENT PROJECT FOR SHILOH
a non-profit corporation
April 19, 1991
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001
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13:36
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AR'l'ICLE VIII
~TE ~ PRCERAM 1ST FLR~1-~ 733 481_~ _____ t-o_._533_.__ .... 006 __
BYLAWS 01' ffll!; CWEPS
Section 1. Checks. All checks, drc,.fts or orde.r6 for the
payment of money or noies or other evidences of
indebtedness issued in the name ot CWEPS shall be signed
.by such oft1cer or officers or othar individual• as thG
Members of the Steering CODUnitteo may designate.
seotion 2. eond. The 1'1embers of the Steering Committee
may by resolution require any and all officers, aqants
and employees of CWEPS to give bond to the CWEPS, at the
expense of CWEPS, with sufficiant au.reties, conditioned
on the faithful perf oJ:mDnce cf the duties of their
re~pective offices or positions, and to comply with such
other con<11t1ons as may .be required by the Memba.ra of the
Steering Committaa from -time to time.
Section 3. Depo6its. All · funds of CWEPS shall be
·-deposited from time to:t"ime to ·the .c:cedit ··of CWE~S in .
such banks or other depositories as the Membara of the
Steering Committee ffiay select.
Sect"ion 4. Gifts. The Members of the· Steerinq Committee
may accept on the behalf of CWEPS any contribution, gift,
.bequest, or devise of personal property for the gener~l
purposes or for any epecial purpo~e of CWEPS.
Section 5. Fiscal Year. The fiscal year of the
organization shall be the period ending on December 31 of
each yQar.
Section 6. Audit of BOoks. The books and records of the
organization shall be audited at th~ diser~tion 0£ the
Members of the Steering Committee or as required by lo.w.
All books and ~ecords of the org~nization may be
in~pected by any member for any proper purpose at any
reason~ble ~1me.
Generol Provisions:
Section 1, Waiver of Notice. Whenever any notice i~
required to be given to any Membere of the Steering
Colllnlittee under the provisions ot these Bylaws, a Waiver
thereof in writing signed t,y the person or persons
ent.i tled to such notice, whether before or after the time
stated therein, or attandanoe at the meeting refe~red to
in such notice, shall be the equivalent to the waiving of
auch notice.
6
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ARTICLE VI
ARTICLE VII
""'"""I,:; ,-~·c.N I M<U:ll'(Hl'l ~?~l...;t:..:L:;.I'(~. _➔_'::l_l_'='_.(_-"_4tl_l_l _____ NU_ ..... :::I.)..) ___ ~_~_
BYLAWS OF THE CWEPS
cffic::er.
Section 7 , Rmploye9s or .Agente . The Members ot the
Staaring Committee may employ or authorize the employment
of adviso:i;~ or aqent.s as shall be considered necassary or
Advisable for the conduct of the affai~e of tho
organizction and shall as&ign their duties aqd fix or
approve their compensation.
committees,
Section 1. committees. other committeaa not having and
exercising the authority of the Members of the Steering
Committea in -the ~ag~~en~·of CWEPS -may be designated by :
a resolution adopted by a majority of the membars present
At a meeting at which a quorum is prasent. Excapt ae
otherwise provided in such resolution, the Membere of the
. Ste.ering ConnuittaQ of CWEPS eh~ll ~ppoint the meml:>ers and
chairman thereof.
section 2. Term of Office. Each membar of~ committee
shall serve as such until all duties of th~t committee ·
are met or until A successor is appointed followinQ a
written resignation.
Section 3. Chairman. Except as otherwise provid~d in
these Bylaws, one :membor of eAch cOlilltli ttee shall be
appointed chairmeln by the person or persons authorized to
appoint the members thereof. '
Section 4, Vacancies. vacancies in the membership of
any committee may be filled in the swne manner as the
incumbent member was appointed.
section 5. Quorum and Action of Co!Illl\ittees. Unleaa
otherwise provided in the ~esolution designating a
committea, a majority of the members ·on the committee
shall con~titute a quorum, and the act of a majority of
the members present at a meeting et which a quorwii is
present shall be the act of tho committee.
funde.1
5
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IT /:JD~y~l,v Jf-r-J ,
ARTICLES OF INCORPORATION 1/,fol"C, f),urJt. t3Af?lt ~
OF -to itu-klJu/Jjh ~,,,. t--l-
JOINT WARREN COUNTY AND STATE PCB WORKINC GROUP ~)
we, the undersigned, natural persons of the age of eighteen (18> years or more, do
hereby associate ourselves Into a non-profit corporation under the laws of the State of
North Carolina, as contained In Chapter SSA of the General Statutes of North carollna,
entitled "Non-Profit corporation Act", and the several amendments thereto, and to that
end do hereby set forth:
1. The name of the corporation Is JOINT WARREN COUNTY AND STATE PCB WORKING
GROUP.
2. The period of duration of the corporation shall be perpetual.
3. The purposes for which the corporation Is organized are:
Exclusively charitable and educational within the meaning of section 501 <c> <3> of
the Internal Revenue Code of 1954, or the corresponding provision of any future
united states Internal Revenue Law. These purposes Include but are not limited to:
m To address all issues directly related to the operation and maintenance of the
warren county PCB Landfill, located near Afton, North Carolina;
<ii> To act as recipient from the United States Environmental Protection Agency
and the state of North Carolina and to represent all concerned citizens In the
administration of said grant;
<Im To be Involved In environmental Issues affecting residents of warren county
and impacting on the PCB Landfill site.
4. The classes of members and the rights and privileges of each class are as
follows:
one class of General members, without limit as to number, all with the same rights
and privileges. voting membership on the Landfill working Group committee shall be
limited to members appointed to these positions, as structured in the by-laws, by the
Governor.
s. All net earning or profits of the corporation shall be held and used by It for the
furtherance of the purposes for which the corporation Is formed, as stated In these
Articles of Incorporation, and no part of the net earnings or profits of the corporation
shall inure to the benefit of any member or other Individual, or be distributed among the
members of the corporation or other Individuals, except to the extent that the same may
be used for the furtherance of the corporate objectives as set forth herein. No member
of the corporation shall receive an any time any dividend, profit, or other payment from
the corporation by reason of his membership therein, but a member of the corporation
may be employed by the corporation an for such services rendered by such membership
or she may be compensated by the corporation.
6. Upon the dissolution of the corporation, assets shall be distributed for one or
more exempt purposes within the meaning of section S01<c> <3> of the Internal Revenue
Code of 1986, or corresponding section of any future federal tax code, or shall be
distributed to the federal, state or local government for a public purpose. Any such
assets not so disposed of shall be disposed of by the court of common Pleas, of the
county In which the principal office of the corporation Is then located, exclusively for
such purposes.
7. The directors of the corporation shall be elected In the manner provided In the
bylaws.
8. The address of the Initial registered office of the corporation Is xxxx xxxxxxxxxx
xxxxxx, Warrenton, warren county, North carolina, and the name of the Initial registered
agent at such address Is xxxxxxxx xxxxxxxxx.
9. The number of Directors constituting the Initial Board of Directors and the
names and addresses of those persons who are to serve as lnltlal Directors are:
1)
2)
3)
4)
10. The names and addresses of all of the lncorporators are:
1)
2)
3)
4)
11. The corporation shall have all the powers conferred upon corporations by
section 1 s of Chapter SSA of the General statutes of North Carolina and such
amendments thereto as may be enacted by law, all of which general powers are by
reference made a party hereof as though fully herein written.
IN TESTIMONY WHEREOF, we have hereunto set our hands and seals on this the xx
day of xxxxxxx, 1994.
<SEAU
..
ARTICLE I
ARTICLE II
BYLAWS
OF
JOINT WARREN COUNTY AND STATE PCB WORKINC CROUP
PURPOSES:
Joint warren county and state PCB working Group, <hereafter referred to as
Landfill working Group>, is a non-profit, community based organization
concerned about the long-term safety and maintenance of the warren
county PCB Landfill and the search for a safe and effective technology for
detoxification of the landfill contents. The Landfill working Groups purpose
Is to provide oversight to the environmental assessment of the Landfill, to
make recommendations for the short-term maintenance and long-term
care of the Landfill, and to make recommendations to the Governor
regarding the feasibility and safety of options to detoxify the contents of
the Landfill.
MEMBERSHIP:
General membership Is open to all citizens of the community concerned
about the safety and maintenance of the Landfill and its effect on the local
environment. All persons are eligible for membership by demonstrating an
interest in the purposes of this organization, regardless of race, sex or age.
All members shall affix their signature to a roster, Indicating their
membership.
voting membership of the working Group shall be determined by
nomination by the Governor and by willingness to participate fully In the
meetings and activities of the working Group committee.
ARTICLE Ill OFFICES:
Section 1. Princtpat Place Of Business. LANDFILL WORKING GROUP shall hold
monthly meetings at locations to be determined by the Landfill working
Group committee, that may Include any community center, public building,
or church hall In warren county, North carolina, and may on occasion
Include meetings In Raleigh, North Carolina.
section 2. Registered Office. The registered office shall be xxxx
xxxxxxxxxxx, Warrenton, NC.
ARTICLE IV BOARD OF DIRECTORS:
section 1. General powers. The Board of Directors shall have general charge
and control of the affairs, funds and direction of LANDFILL WORKING GROUP.
section 2. Number and ouaHficattons. The number of Directors for
LANDFILL WORKING GROUP shall be four (4), and each member shall have one
ARTICLE V
vote. The Board of Directors may elect to name honorary Board Members.
There shall be no residency requirements for the Honorary Directors, nor
shall they have voting powers.
section 3. Term of Office. Upon Installation of the Board of Directors, two
<2> Directors shall serve for two years; two <2> Directors shall serve for one
year. Following the first term, all terms shall be two years. Each Director
shall serve the full term of office, unless he resigns or Is removed from
office as hereinafter provided. Directors may serve consecutive terms.
section 4. Meetings, The Board of Directors shall meet at least two times
per year, of which one meeting shall be the annual meeting. The annual
meeting shall be for the purpose of electing the Board Members,
appointing new officers and other appropriate business. The meetings will
be conducted in general accord with Robert's Rules of Order.
section s. ouorum. The majority of the number of the Directors fixed by
these Bylaws shall constitute a quorum.
section 6. Resignation. A Director may resign from membership on the
Board at any time by presenting a written resignation In person at a regular
meeting or special meeting of the Board.
section 7. vacancies. A vacancy occurring among the Directors may be
filled by anyone belonging to LANDFILL WORKING GROUP, providing that
person lives or works In warren county. All such vacancies shall be filled by
a vote of the remaining Board Members.
section a. compensation. Directors shall not receive any compensation for
their services.
section 9. Absence. Should any member of the Board of Directors be
absent without good cause from two consecutive meetings of the Board,
that seat may be declared vacant, the vacancy filled as provided by the
Bylaws.
section 10. Residency, Should any member of the Board of Directors
change his principal place of residence or employment to one outside of
warren county, then that seat on the Board shall be declared vacant, that
vacancy to be filled as provided by these Bylaws.
OFFICERS:
Section 1. I.l.tl..e.s.. The officers of LANDFILL WORKING GROUP shall be a
President, Vice President, secretary and Treasurer.
section 2. Appointment and Term. All of the officers of LANDFILL WORKING
GROUP shall serve through appointment by the Board of Directors for one
year. The officer shall serve until the expiration of his term, resignation, or
removal from office.
section 3. vacancies and Removal, vacancies among the officers may be
filled by appointment. Any officer may be removed when the Board deems
It to be In the best Interest of LANDFILL WORKINC CROUP.
section 4. president The President shall be the chief executive officer of
LANDFILL WORKINC CROUP, shall be subject to the control In accordance to
these Bylaws. The President shall preside at all meetings of the Board of
Directors. The President shall sign, with any proper officer, Instruments
which may be lawfully executed on behalf of the organization, except
where required or permitted by law to be otherwise signed and executed,
and except where the signing and execution thereof shall be delegated by
the Board of Directors to some other officer or agent. In general, the
President shall perform all duties as may be prescribed by the Board of
Directors from time to time.
section s. Vice president. The Vice President shall exercise the powers of
the President during that officer's absence or Inability to act. The Vice
President shall have such other powers and perform such other duties as
may be assigned to him by the Board of Directors.
section 6. Treasurer, The Treasurer shall have custody of all funds
belonging to the organization and shall receive, deposit, or disburse the
same under the direction of the Board of Directors; provided that the
Board may appoint a custodian or depository for any such funds and
designate whose signature or authority such funds may be disbursed or
transferred. ·
section 7. secretary, The secretary shall keep accurate records of the
proceedings of all meetings of the Board of Directors and shall attend and
record the proceedings at all meetings of the members. He shall give or
cause to be given all notices required by law and by these Bylaws. He shall
have general charge of the organization's books and records and of the
corporate seal and shall affix the corporate seal to any lawfully executed
Instrument requiring It. The secretary shall sign such Instruments as may
require his signature and, In general, perform all duties Incident to the
office of secretary and such other duties as may be assigned to him from
time to time by the President or by the Board of Directors.
section a. Absence or Disabmtv of Officers, In the event of the absence or
disability of any officer, the Directors may delegate his powers and duties
for the time being to any other officer.
section 9. Employees or Agents The Directors may employ or authorize
the employment of advisors or agents as shall be considered necessary or
advisable for the conduct of the affairs of the organization and shall assign
their duties and fix or approve their compensation.
ARTICLE VI COMMITTEES:
section 1. Executive committee, There shall be an Executive committee
consisting of the President, Vice President, Treasurer and secretary. The
President shall serve as chairman of the Executive committee. The
Executive committee may meet at stated times or on notice to all by any of
their own number. During the Intervals between meetings of the Board,
the Executive committee shall have and may exercise the power of the
Board In the management of the business and affairs of the Board except
that the Executive committee shall not have the authority of the Board as
to the following matters.
ARTICLE VII FUNDS:
section 1. Checks. All checks, drafts, or orders for the payment of money
or notes or other evidences of Indebtedness Issued In the name of the
organization shall be signed by such officer or officers or other Individuals
as the Directors may designate
section 2. .B.o.n.d... The Board of Directors may by resolution require any and
all officers, agents, and employees of the organization to give bond to the
organization, at the expense of the organization, with sufficient sureties,
conditioned on the faithful performance of the duties of their respective
offices or positions, and to comply with such other conditions as may be
required by the Board from time to time.
section 3. Deposits. All funds of the organization shall be deposited from
time to time to the credit of the organization In such banks or other
depositories as the Board of Directors may select.
section 4. Q.i.fts.. The Executive committee may accept on behalf of the
organization any contribution, gift, bequest, or devise of personal property
for the general purposes or for any special purpose of the organization.
section s. Fiscal Vear. The fiscal year of the organization shall be the period
ending on December 31 of each year.
section 6. Audit of Books. The books and record so f the organization shall
be audited at the discretion of the Board of Directors or a required by law.
All books and records of the organization may be Inspected by an Director
for any proper purpose at any reasonable time.
ARTICLE VIII GENERAL PROVISION:
section 1. .s.eaL The seal of the organization shall be circular and shall bear
the name of the organization.
section 2. waiver of Notice. Whenever any notice Is required to be given
to any member of the Board under the provisions of these Bylaws, a Waiver
thereof In writing signed by the person or persons
<a> The dissolution, merger, or consolidation of the organization; or the
amendment of the Charter of the organization.
<b> The designation of any such committee or the filling of vacancies on the
Board of Directors or In any such committee.
<c> The amendment or repeal of the Bylaws, or the adoption of new Bylaws.
.,
<d> The amendment or repeal of any resolution of the Board which by Its
terms shall not be so amendable or repealable.
<e> The entering Into of any contractual agreements.
The Board must approve the action of the Executive committee.
section 2. Other committees. Other committees not having and exercising
the authority of the Board of Directors In the management of the
organization may be designated by a resolution adopted by a majority of
the Directors present at a meeting at which a Quorum Is present. Except as
otherwise provided In such resolution, the President of the organization
shall appoint the members and chairman thereof.
section 3. Term of Office. Each member of a committee shall serve as such
until all duties of that committee are met or until a successor Is appointed
following a written resignation.
section 4. Chairman. Except as otherwise provided In these Bylaws, one
member of each committee shall be appointed chairman by the person or
persons authorized to appoint the members thereof.
section s. vacancies. vacancies in the membership of any committee may
be filled In the same manner as the Incumbent member was appointed.
section 6. ouorum and Action of committees. unless otherwise provided
In the resolution designating a committee, a majority of the members on a
committee shall constitute a Quorum, and the act of a majority of the
members present at a meeting at which a Quorum Is present shall be the
act of the committee entitled to such notice, whether before or after the
time stated therein, or attendance at the meeting referred to In such
notice, shall be the eQulvalent to the waiving of such notice.
section 3. use of Funds. Any and all funds received by LANDFILL WORKING
GROUP will be used to gather environmental and health Information and for
educational purposes.
section 4. Lobbying, LANDFILL WORKING GROUP does not, and shall not
lobby any legislative office. However, we do reserve the right to make
public our positions regarding environmental laws, regulations and
legislation. LANDFILL WORKING GROUP Will not endorse any political
campaigns for public office.
section s. Amendments. These Bylaws may be amended or repealed and
new Bylaws may be adopted by the affirmative or special meeting at which
a Quorum is present, provided that notice of the proposed action shall have
been Included In the notice of the meeting as shall have been waived as
provided In these bylaws.
State of North Carolina
Department of the Secretary of State
ARTICLES OF INCORPORATION
NONPROFIT CORPORATION
Pursuant to §55A-2-02 of the General Statutes of North Carolina, the undersigned corporation does hereby
· submit these Articles of Incorporation for the purpose of forming a nonprofit corporation.
1. The name of the corporation is: __________________________ _
2. ____ (Check only if applicable.) The corporation is a charitable or religious corporation within the
meaning of N.C.G.S . §55A-l-40(4).
3. The street address and county of the initial registered office of the corporation is:
Number and Street
City, State, Zip Cod.,.__ _________________ _ County _________ _
4. The mailing address if different from the street address of the initial registered office is:
5. The name of the initial registered agent is:
6. The name and address of each incorporator is as follows:
7. (Check either a orb below.) .
a. ___ The corporation will have members.
h. ___ The corporation will not have members . •
8. Attached arc provisions regarding the distribution of the corporation's assets upon its dissolution.
9. Any other provisions which the corporation elects to include are attached.
IO. These articles will be effective upon filing, unless a date and/or time is specified: _________ _
This the __ day of ________ , 19 __
Signature of Incorporator
Type or print Jncorporator s name and title, if any.
NOTES:
I. Filing fee is S50. This document and one exact or conformed copy of these articles must be filed with the Secretary of State.
(Revised July 1994)
CORPORATIONS DMSION 300 N. SALlSBURY STREET RALEIGH, NC 27603-5909
Item 1
Item2
Item 3
Item 4
Item S
Item 6
Item 7
Item 8
Item 10
Instructions for Filing
ARTICLES OF INCORPORATION
NONPROFIT CORPORATION
Enter the complete corporate name, which must satisfy the requirements of N.C.G.S. §55A-4-0I.
Check this item only if the corporation is a "charitable or religious corporation" as defined by
N.C.G.S. §55A-l-40(4). This term means any corporation that is exempt under section 50l(c)(3) of
the Internal Revenue Code of 1986 or any successor section, or that is organized exclusively for one
or more of the purposes specified in section 50l(c)(3) of the Internal Revenue Code of 1986 or any
successor section and that upon dissolution shall distribute its assets to a charitable or religious
corporation, the United States, a state, or an entity that is exempt under section 50l(c)(3) of the
Internal Revenue Code of 1986 or any successor section.
Enter the complete street address of the registered office and the county in which it is located.
Enter the complete mailing address of the registered office only if it is different from the street
address of the registered office as shown in Item 3.
Enter the name of the registered agent. The registered agent must be either a North Carolina
resident, an existing domestic business or nonprofit corporation, or a foreign business or non-
profit corporation authorized to do business or conduct affairs in North Carolina. The registered
agent's office must be identical with the registered office of the corporation.
Enter the name and address of each incorporator. Only one incorporator is required in order to
file.
A nonproft corporation either will have members or will not have members. Either (a) or (b)
must be checked.
If the corporation is ultimately dissolved, its assets will have to be distributed. This provision
must describe how those assets arc to be distributed. See N.C.G .S. §55A-14-03 for guidance.
The document will be effective on the date and time of filing, unless a delayed date or an eff ec-
tive time (on the day of filing) is specified. If a delayed effective date is specified without a time,
it will be effective at 11 :59:59 p.m. on the day specified. If a delayed effective date is specified
with a time, the document will be effective on the day and at the time specified. A delayed effec-
tive date may be specified up to and including the 90th day after the day of filing.
Date and Execution
Enter the date the document was executed.
In the blanks provided enter:
• The name of the entity executing the Articles of Incorporation; if an individual, leave
blank.
• The signature of the incorporator or representative of the incorporating entity.
• The name of the incorporator or name and title of the above-signed representative.
State of North Carolina
Department of the Secretary of State
ARTICLES OF INCORPORATION
NONPROFIT CORPORATION
Pursuant to §55A-2-02 of the General Statutes of North Carolina, the undersigned corporation does hereby
submit these Articles of Incorporation for the purpose of fonning a nonprofit corporation.
I . The name of the corporation is: __________________________ _
2. ____ (Check only if applicable.) The corporation is a charitable or religious corporation within the
meaning of N.C.G .S. §55A-l-40(4).
3. The street address and county of the initial registered office of the corporation is:
Number and Street
City, State, Zip Cod...._ __________________ County _________ _
4. The mailing address if different from the street address of the initial registered office is:
5. The name of the initial registered agent is :
6. The name and address of each incorporator is as follows :
7. (Check either a orb belou·.)
a. ___ The corporation will have members .
h. ___ The corporation will not have members.
8. Attached arc provisions regarding the distribution of the corporation's assets upon its dissolution.
9. Any other provisions which the corporation elects to include are attached.
10. These articles will be effective upon filing, unless a date and/or time is specified: _________ _
This the __ day of ________ , 19 __
Signature of lncorporator
Type or print Jncorporator s name and title, if any.
NOTES:
1. Filing fee is $50. This document and one exact or conformed copy of these articles must be filed with the Secretary of State.
(Revised July 1994')
CORPORATIONS DMSION 300 N. SAlJSBURY STREET RALEIGH, NC 27603-5909
Item 1
Item 2
Item 3
Item 4
Item 5
Item 6
Item 7
Item 8
Item 10
Instructions for Filing
ARTICLES OF INCORPORATION
NONPROFIT CORPORATION
Enter the complete corporate name, which must satisfy the requirements of N.C.G.S. §55A-4-0l.
Check this item only if the corporation is a "charitable or religious corporation" as defined by
N.C.G.S. §55A-1-40(4). This term means any corporation that is exempt under section 501(c)(3) of
the Internal Revenue Code of 1986 or any successor section, or that is organized exclusively for one
or more of the purposes specified in section 50l(c)(3) of the Internal Revenue Code of 1986 or any .
successor section and that upon dissolution shall distribute its assets to a charitable or religious
corporation, the United States, a state, or an entity that is exempt under section 501(c)(3) of the
Internal Revenue Code of 1986 or any successor section.
Enter the complete street address of the registered office and the county in which it is located.
Enter the complete mailing address of the registered office only if it is different from the street
address of the registered office as shown in Item 3.
Enter the name of the registered agent. The registered.agent must be either a North Carolina
resident, an existing domestic business or nonprofit corporation, or a foreign business or non-
profit corporation authorized to do business or conduct affairs in North Carolina. The registered
agent's office must be identical with the registered office of the corporation.
Enter the name and address of each incorporator. Only one incorporator is required in order to
file.
A nonproft corporation either will have members or will not have members. Either (a) or (b)
must be checked.
If the corporation is ultimately dissolved, its assets will have to be distributed. This provision
must describe how those assets arc to be distributed. See N.C.G.S. §55A-14-03 for guidance.
The document will be effective on the date and time of filing, unless a delayed date or an effec-
tive time (on the day of filing) is specified. If a delayed effective date is specified without a time,
it will be effective at 11 :59:59 p.m. on the day specified. If a delayed effective date is specified
with a time, the document will be effective on the day and at the time specified. A delayed eff ec-
tive date may be specified up to and including the 90th day after the day of filing.
Date a11d Execution
Enter the date the document was executed.
In the blanks provided enter:
• The name of the entity executing the Articles of Incorporation; if an individual, leave
blank.
• The signature of the incorporator or representative of the incorporating entity.
• The name of the incorporator or name and title of the above-signed representative.