Friends of Bluffton Dog Parks
EIN - 51-0570006
NON-PROFIT BYLAWS OF
FRIENDS OF BLUFFTON DOG PARKS
Revised September 9, 2013
ARTICLE I – NAME AND PURPOSE
Section 1 – Name: The name of the organization shall be Friends of Bluffton Dog Parks. It shall be a non-profit organization incorporated under the laws of the State of South Carolina.
Section 2 – Purpose: Friends of Bluffton Dog Parks is organized exclusively for charitable and educational purposes.
Section 3 – Mission: The mission of Friends of Bluffton Dog Parks is “Responsible dog ownership through recreation and education”.
Section 4 – Goals:
The goals of the organization are:
- To build and operate public facilities to
provide off-leash recreation for dogs and owners for the protection of our
- To educate the public to promote
responsible dog ownership
ARTICLE II – MEMBERSHIP
Section 1: Membership: Membership shall consist of the Board of Directors.
Section 1 – Board role, size and compensation: The Board is responsible for the overall policy and direction of the association and for delegating responsibility for the day-to-day operations to the staff and committees. The Board shall consist of seven (7) members, none of whom shall be related by familial or business relationships. Board members must actively participate in one major fundraiser per year. The Board receives no compensation other than reasonable expenses.
Section 2 – Terms: The Executive Committee shall serve two-year terms, but are eligible for reelection. All other Board members shall serve one-year terms, but are eligible for re-election.
Section 3 – Meetings and Notice: The Board shall meet at least quarterly, at an agreed-upon time and place. Board members must attend three out of four of the quarterly Board meetings.
All meetings shall be noticed 2 weeks in advance. Notice is deemed to be by vote at a prior Board meeting or via email to Board members and publication on the group website.
Section 3 – Meetings and Notice (cont’d):
The Annual Meeting shall be held in December of each year.
Special meetings of the Board shall be called upon the request of the President or one-third of the Board. Notices of special meetings shall be sent out by the Secretary to each Board member at least two weeks in advance.
Emergency meetings shall be called at the email request of three (3) of the seven (7) Directors and must be noticed at least three (3) days in advance. The normal quorum requirement shall remain in effect.
All meetings are open to the public. No proxies for the Board members are permitted.
Section 4 – Board Elections: During the last quarter of the fiscal year of the corporation, the Board of Directors shall elect Directors to replace those whose terms will expire at the end of the fiscal year. This election shall take place during a regular meeting of the Directors, called in accordance with the provisions of these bylaws.
Section 5 – Election Procedures: New Directors shall be elected by a majority of Directors at such a meeting, provided there is a quorum present. Directors so elected shall serve a term beginning on the first day of the next fiscal year.
Section 6 – Quorum: A quorum shall be four (4) of the seven (7) elected Directors. A quorum is required for business transactions to take place and motions to pass.
Section 7 – Officers and Duties: There shall be four (4) officers of the Board consisting of a President, Vice President, Secretary and Treasurer. Their duties are as follows:
The President shall convene regularly scheduled Board meetings and shall preside or arrange for other members of the Executive Committee to preside at each meeting in the following order: Vice President, Secretary and Treasurer.
The Vice President shall perform the duties of the President in the absence of the President and shall assist that office in the discharge of its leadership duties.
The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all Board and Executive Committee meetings, sending out meeting announcements, distributing copies of minutes and the agendas to each Board member and insuring that the corporate records are maintained.
The Treasurer shall make a financial report at each Board meeting. The Treasurer shall chair the Finance Committee, assist in the preparation of the budget, help develop fundraising plans and make financial information available to Board members and the public.
Section 8 – Vacancies: When a vacancy on the Board exists mid-term, the Secretary must receive nominations for new members from present Board members two weeks in advance of a Board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member’s term.
Section 9 – Resignation and termination: Resignation from the Board must be in writing and received by the Secretary. A Board member may be removed for other reasons by a three-fourths vote of the remaining Directors.
ARTICLE IV – COMMITTEES
Section 1 – Committee formation: Committees shall be initiated and chaired by a Board member determined by a majority vote of the Directors. Members of the public, local officials or other groups may serve on these committees.
Section 2 – Executive Committee: The four officers serve as the members of the Executive Committee. Except for the power to amend the articles of incorporation, the budget and bylaws, the Executive Committee shall have all the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, and is subject to the direction and control of the full Board.
Section 3 – Finance Committee: The Treasurer is the chair of the Finance Committee, which includes three (3) other Board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans and the annual budget with staff and other Board members.
ARTICLE V – FINANCIAL CONTROLS
The financial records of the organization are public information and shall be made available to Board members and the public.
The fiscal year shall be the calendar year.
The Board must approve and all expenditures must be within budget. Any change in the budget must be approved by the Board.
All checks shall be prepared and signed by the Treasurer and require the signature of the President (or his/her designee if the President is unavailable) after ensuring that the amounts are properly supported by documentation and within the amounts approved by the Board. This power can be delegated in writing or email to another Board member if the President is unavailable. There shall be no exceptions to the two-signature requirement.
Financial Controls (cont’d):
The Treasurer shall provide a written monthly report detailing the cash inflows and expenditures along with a hard copy of the past month’s bank statement with reconciling items shown that balance the bank statement to the checkbook. The monthly report will also include the same details for the petty cash fund, credit card account and PayPal account.
In addition the Treasurer shall provide a budget or financial forecast that is updated no less than semi-annually. The budget shall require approval by the majority of the Board of Directors.
Annual reports are required to be submitted to the Board showing income, expenditures and pending income.
Any two (2) Board members may request an audit, no more than twice a year. Such audit will be performed by members of the Board or by a qualified accountant at the requestors’ expense.
Additional controls are detailed in the Financial and Procurement Policy adopted on August 5, 2013.
ARTICLE VI – AMENDMENTS
Section 1 – Amendments: These bylaws may be amended when necessary by a two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with the regular Board announcements.
CERTIFICATION The original bylaws were approved at a meeting of the incorporators on May 17, 2006.
Amendments/changes were approved at Board meetings on:
July 27, 2012
August 5, 2013
September 9, 2013
I certify that the foregoing is a true and correct copy of the bylaws of the Friends of Bluffton Dog Parks, duly adopted by the Board of Directors on September 9, 2013.
_________________________________________, President __________________________
Cheryl K. Raugh Date
_________________________________________, Secretary __________________________
Debbie Szpanka Date