COUNCIL OF PARK FRIENDS BY-LAWS
(6/17/2012 Revision of 6/15/88 By-Laws)
The organization shall be known as the “COUNCIL OF PARK FRIENDS.”
The Council of Park Friends (“Council”) is an educational corporation organized under The University of the State of New York to:
a) Actively promote measures to preserve the natural environment of parks in the Central Region of New York State, with particular emphasis on the New York State Parks within Onondaga County and Clark Reservation State Park, especially.
b) Create environmental awareness and enjoyment through educational programs that
encourage public appreciation of park resources, especially unique and sensitive areas.
c) Promote and encourage the preservation and expansion of parks.
The management of the Council shall be vested in a Board of Directors (the “Board”).
The Board shall consist of no more than 12 members. Each shall be elected by a majority vote of the eligible members of the Council present at the annual meeting and serve a term of two years. It is encouraged that half of the new Board of Directors members be elected in odd years and half be elected in even years, but individual vacancies may be filled as they occur. Directors may stand for re-election.
The Board shall approve annual budgets and programs and provide such additional guidance to the membership, as may be required for the benefit of the organization.
The Board shall consist of Officers (a Chair, Vice-
Officer duties and responsibilities are defined below and may be clarified and revised by the Board:
1) Call and chair or designate a chair for all meetings;
2) Appoint committees;
3) Maintain a current record of the By-Laws, rules and guidance, activities of the organization;
4) Initiate, investigate, and lead activities by the membership consistent with the purposes set forth;
5) Deliver an annual report to the membership;
6) Develop for Board approval such written guidance required to carry out the purpose of the organization; and
7) Enforce compliance with the By-Laws and guidance.
1) The Vice-
2) Undertake special assignments from the Chair.
1) Provide the Chair with adequate written records of meetings and functions;
2) Complete correspondence as directed by the Chair; and
3) Carry out other administrative duties requested by the Chair.
1) Collect and safely maintain funds received by the organization;
2) Maintain an updated membership list;
3) Provide monthly records of income and disbursements for meeting minutes;
4) Provide an annual financial statement to the membership to include sources of income and disbursements; and
5) Draw and sign all checks.
V. Election of Board Members
An election of Officers and Members at Large with expiring terms shall be held every year at the annual meeting. One-half slates are encouraged to ensure continuity of membership, but not essential where the Chair determines sufficient vacancies exist to warrant election of replacements.
The Chair shall appoint a nominating committee from Board members in good standing, at least two months prior to the election meeting.
Nominations for all vacancies may be made from the floor if seconded by two eligible voters.
Voting may be by sign or voice except that two or more candidates for a vacancy shall require a written secret ballot.
Where determined necessary by the Chair, a Board vacancy may be filled by nomination and unanimous approval of the Board in attendance at a regular meeting.
An annual meeting of the full membership shall be held once each year at a time and place designated by the Board. Notice of the meeting shall be given to the membership in the Council’s newsletter, The Polypodium, at least ten days prior to the meeting. The public should also be given appropriate notice and reasonable opportunity to attend.
Special meetings of the membership may be called by the Chair, a majority vote of the Board, or by written petition by any five members in good standing.
The time and place shall be determined by the Chair and the Board Members notified not less than five days prior to the meeting.
For any and all meetings of the respective full membership, board, or committee, a quorum shall consist of a simple majority (one-half plus one) of the eligible voters in attendance at the meeting.
VIII. Fiscal Year and Dues
The fiscal year of the Council shall be from January 1 to December 31. All financial records and internal accounting shall be done on that basis. Dues shall be established by a majority vote of the Board, at least three months before taking effect.
To become a member of the Council, a candidate for membership must first make written application on a form provided by the Council and pay such dues as specified by the Council. All memberships will be renewable, annually, in January. Members delinquent in dues lose good standing and voting privileges. Reinstatement will be made after payment of the applicable dues.
X. Accession, Inventory, and Disposition of Property
The Board shall establish and maintain a policy of accession, inventory, and disposition of exhibits and property belonging to the Council. A written record of the item and date received, donor, and approximate value shall be established at the time of accession into the Nature Center. A similar written record shall be kept for any items to be disposed. An inventory of such property shall be maintained and audited by the Board at least every five years.
Should the Council be liquidated or dissolved or otherwise cease to exist, its property and assets shall be transferred at the discretion of a majority of the Board present at any meeting duly called for these purposes.
XI. By-Laws Amendments
Amendments to these By-Laws may be introduced at the annual meeting or any special meeting and must be approved by a two thirds majority of the eligible members in attendance at the meeting. The voting shall be by a show of hands and the tally of those for and those against shall be recorded in the minutes of the meeting.
Adopted by a unanimous showing of hands vote at the Council of Park Friends, Inc. Annual Meeting:
Ralph Manna, Jr.
Council of Park Friends
June 17, 2012