BY-LAWS OF
FRIENDS OF BLUE SPRING STATE PARK, INC.
ARTICLE 1 – NAME,
LOCATION AND FISCAL YEAR
Section 1 The name of this Corporation is: Friends of Blue Spring State Park,
Inc.
Section 2 The principal office for the transaction of the Corporation’s business
and affairs shall be at Blue Spring State Park in Volusia County, Florida.
Section 3 The Corporation’s fiscal year shall end on June 30 of each year.
ARTICLE II - PURPOSE AND OBJECTIVES
The particular business and objectives of the Corporation are as follows:
1. To act as a not-for-profit corporation which will function as a Citizen
Support Organization, as such organization is defined and regulated by the
Department of Environmental Protection, for that certain Florida State Park
known as Blue Spring State Park, and any and all entities, properties, and areas
which now or in the future are managed by or in conjunction with Blue Spring
State Park, in order to generate and create additional resources and support
for, and in the best interest of, the Park through events and activities,
including, but not necessarily limited to the following: work for the
preservation, protection, interpretation and promotion of the Park; through
special work projects, special programs, special events, outreach programs,
educational activities and communications, special exhibits, interpretive
programs, fund raising activities and events, guided tours, and additional
activities or events which are designed to meet the needs of the Park.
2. Generally to do all things and transact all business which any person or
individual may lawfully do, not inconsistent with the rights and purposes of a
not-for-profit corporation. Provided, however, the Corporation shall not engage
in any activities prohibited under Chapter 617, Florida Statutes, including
without limitation, those activities expressly prohibited under Section
617.0835, Florida Statutes.
3. The purpose of this Corporation is to act as a corporation not-for-profit
under the laws of the State of Florida with no view to pecuniary gain or profit
to its members and with no part of the income to be distributable to its
Members, Directors, or Officers.
4. This Corporation shall be non-discriminatory, non-partisan, non-sectarian,
and shall not sponsor or support any legislative activities, positions,
candidates or functions.
ARTICLE III - MEMBERSHIP
Section 1 Members. Members shall consist of any individual or business entity.
Section 2 Enrollment. The Corporation shall keep an accurate and up-to-date list
of the names and addresses of all Members.
Section 3 Termination of Membership. Membership in this Corporation shall be
terminated in any one of the following manners:
(a) By voluntary written resignation
(b) By a majority vote of the Board at which a quorum is present
(c) By expulsion for any violation of these By-laws, or any rules
or regulations adopted by this Corporation
(d) By voluntary or involuntary dissolution of the Member if the
Member is a corporation, firm or other business entity
Upon termination of Membership, all rights, title and interest which a member
may have had or acquired in the Corporation shall immediately cease, including,
without limitation, the right to vote and otherwise participate in the
Corporation. Notwithstanding the foregoing, before any Membership shall cease
against a Member’s will, he or she shall be given an opportunity to be heard by
the Board, unless absent from Volusia County at the time of termination.
Section 4 Effect of Termination. Termination of a Member for any reason shall
not relieve that Member as to any existing financial obligation owed by that
Member to the Corporation.
Section 5 Corporation and Other Business Entities. Should any Member of the
Corporation be a partnership, association or corporation, it shall designate in
writing the name of the person authorized to represent it in its relations with
the Corporation and may from time to time designate such representative by
written notice delivered to the Corporation. Each Member of the Corporation
shall have but one representative.
Section 6 Membership Not Transferable. Except as otherwise provided herein,
membership is not transferable.
Section 7 Reinstatement. Any Member having been terminated and wishing again to
become a member may be reinstated at any time upon receipt of written
application for such reinstatement and the advance payment of any dues for the
period in which such reinstatement becomes effective.
Section 8 Good Standing. No Member shall be considered to be in good standing if
delinquent in any financial obligations to the Corporation.
Section 9 Rights. No Member shall have any vested right, interest or privilege
of, in or to the assets, functions affairs or franchises with the Corporation,
or any rights, interest or privilege which may be transferable or inheritable,
or which shall continue if Membership ceases, or while not in good standing.
ARTICLE IV - FUNDS
Section 1 Money. All monies received by the Corporation shall be used and
administered for the benefit of, and exclusively for the purposes of, the
Friends of Blue Spring State Park, Inc.
Section 2 Dues. Dues are to be payable annually, in an amount to be established
by the Corporation Board. New Members applying for membership shall submit dues
with the membership application.
ARTICLE V - MANAGEMENT
Section 1 Directors. The business and property shall be managed by the Officers
and Board of Directors of this organization. Initially there will be nine (9)
Directors. Election of Directors will take place at the Annual Membership
Meeting in May. The Directors, by majority vote, may increase or reduce the
number of Directors from time to time, and may appoint Directors to serve in any
additional positions created until the next following meeting of the members,
provided, however, that at no time shall the Corporation have less than five (5)
Directors.
Section 2 Management of Affairs. The Board of Directors shall manage the affairs
of the Corporation, with the authority to engage and discharge employees and
agents of Corporation, admit, suspend, or expel Members, create and appoint
committees and to do everything necessary and desirable to conduct of the
business of the Corporation, in accordance with these By-laws. The Board of
Directors shall be empowered to transact any and all business of the
Corporation, and shall control funds of the organization and shall consider and
decide all questions of policy.
Section 3 Agreements. No Officer, Agent or other person shall have the power or
authority to bind the Corporation by any contract or engagement or to pledge its
credit or to render it liable for any purpose, without Board approval.
Section 4 Designation of Depositories. The Board shall designate the bank or
banks for depository and drawing purposes.
Section 5 Term. The term of office for the Directors of the Corporation shall be
as follows:
(a) The term for the initial Directors shall be four directors for a term of one
(1) year, five directors for a term of two (2) years.
(b) Thereafter, Directors shall be elected annually and serve for a term of two
(2) years. Terms shall be limited to one consecutive full two year term.
A Director’s term shall end on the expiration of same or until such time as a
successor is elected and/or until earlier resignation, death or removal.
Directors shall be elected by an annual meeting or special meeting of the
membership called for such a purpose. Directors shall be elected by a majority
vote of the Members who are present and in good standing at said meeting.
Section 6 Voting. Each Director shall possess one (1) vote in matters coming
before the Board. Directors may not vote by proxy.
Section 7 Removal of Directors. Any Director may be removed from office by an
absolute majority vote of the Membership present at any meeting of the
membership of the Corporation. Notice of the proposed removal of a Director must
be given to such Director prior to the date of the meeting at which such removal
is to be voted upon. Such notice of the Director must state the cause for the
proposed removal. Any Director may be removed from office after missing three
(3) meetings within the fiscal year.
Section 8 Vacancies. Any vacancy occurring on the Board by reason of death,
resignation or removal of a Director shall be filled by the remaining Directors.
Such appointee shall serve during the unexpired term of the Director whose
position has become vacant. The Board of Directors may appoint an interim
Director to serve until the next Annual Meeting of the Membership.
Section 9 Conflict of Interest. Board members have an obligation to conduct
business within guidelines that prohibit actual or potential conflicts of
interest according to Florida Statutes, Chapter 617.0832.
ARTICLE VI - OFFICERS
Section 1 Officers. The Officers of the Corporation shall consist of: President,
Vice President, Secretary and Treasurer. The Board of Directors shall elect
officers from members of the Board of Directors.
Section 2 Vacancies. A vacancy occurring in any office shall be filled by the
Board.
Section 3 Election. Election of Officers shall take place at the first meeting
of the Board of Directors after the Annual Membership Meeting. Newly elected
Officers will take office at the end of said meeting. Officers shall serve for a
period of one (1) year, or until such time as a successor is elected.
Section 4 President. The President shall be Chairman of the Board and, as such,
shall be the Executive Officer of the Corporation. The President shall preside
over all meetings of the Board, and general meetings. He or she shall have
general and active management of the business of the Corporation and shall see
that all orders and resolutions of the Board are carried into effect, and shall
fix the time and place of all meetings. The President will appoint chairpersons
to supervise all standing committees and shall be ex-officio of all standing
committees, except the Nominating Committee.
Section 5 Vice President. The Vice President shall assist the President in the
discharge of his duties as required and shall preside in all meetings and
perform the duties of President in the absence or disability of the President or
in the event said office becomes vacant for any reason.
Section 6 Secretary. The Secretary shall keep minutes of all meetings, attend to
all correspondence and file all papers for reference, who also give all notices
required by statutes, By-laws or resolution.
Section 7 Treasurer. The Treasurer shall have charge of all funds of the
Corporation, shall deposit funds in such manner as directed by the Board.
Treasurer shall pay bills and give receipts for their payments. Treasurer shall
pay by check bills authorized by the Board and shall receive and file vouchers
for such payment. The checkbook shall be kept at a central location to be
designated by the Board of Directors. Treasurer’s accounts and vouchers shall
always be open to the Board and Members of the Corporation. A financial report
shall be given at each Board and General Meeting. Treasurer’s books shall be
audited annually as required by state law and DEP guidelines. If a budget is
needed, the Treasurer shall be chairman of the budget committee, which shall
prepare a tentative budget to be presented to the Board for approval. All
operating expenditures not approved in the budget must be approved by the Board.
All disbursement checks shall require the signatures of two of the following:
Treasurer, President, Secretary.
ARTICLE VII - COMMITTEES
Section 1 Standing Committees shall be initiated by the President to facilitate
the operation of the various functions of the Corporation. A member of the Board
will be appointed chairperson and will supervise and coordinate all activities
of the committee to which he/she is appointed.
(a) Membership Committee shall answer all requests for
information regarding membership in the Corporation shall
mail dues notices to all current members when due, shall
forward all membership dues received to the Treasurer for
deposit into the appropriate account, shall maintain a
listing of all members including their membership category and standing, and
maintain a mailing list of all members.
(b) Fundraising Committee shall work to generate additional
resources by sponsoring fundraising activities and events,
applying for appropriate grant money and assisting the
Membership Committee in generating membership growth.
Section 2 Ad Hoc Committees shall be initiated by the President to facilitate
the operation of the various functions of the Corporation. New committees will
be appointed by the President as the need arises.
ARTICLES VIII - MEETING AND MEMBERS
Section 1 Annual Meeting. The Annual Meeting of the Corporation shall be held in
May of each year at the offices of the Corporation, or at such other location as
may be designated by the Board of Directors.
Section 2 Other Meetings. Other meetings shall be held when necessary to conduct
business of the Corporation. The President shall set times and dates for Board
and General Membership Meetings.
Section 3 Quorum. A quorum for the transaction of business at a Meeting of
Members shall consist of all Members in good standing who are present at such
meetings.
Section 4 Voting. A vote of a majority of the votes cast by the Members in good
standing or by absentee ballot present at a meeting shall be necessary for the
adoption of any matter voted upon by the Members. Each Member in good standing
shall be entitled to one (1) vote.
ARTICLE IX - NOTICES
Section 1 Notice. All notices required by law or by present or future rules and
regulation of the Corporation given to any Member or Officer of the Corporation
shall be given:
(a) By delivery of the notice to the Member or Officer personally,
or by telephone, or
(b) By U.S. mail delivery addressed to the Member or Officer at
his or her address as it appears on the records of the
Corporation; with postage thereon prepaid.
A statement signed by the Secretary to the effect that such notice has been
given in one of the above mentioned forms shall be sufficient evidence of the
delivery of said notice.
Section 2 Waiver of Notice. Whenever any notice whatsoever is required to be
given under law or under the provisions of the Articles of Incorporation or
these By-laws, a waiver thereof in writing signed by the person or persons
entitled to such notice, whether before of after the time stated therein, shall
be deemed equivalent to the giving of such notice.
ARTICLE X - PROXIES
Members may not vote by proxy.
ARTICLE XI - AMENDMENTS
Section 1 Amendment. These By-laws may be repealed amended, or altered, or new
By-laws may be adopted by a majority vote at the Annual Meeting of the
Membership upon twenty-one (21) days notice of the proposed amendments.
ARTICLE XII - INTERPRETATION OF BY- LAWS
Section 1 Construction. In case of any doubt or difference of opinion in the
construction of these By-laws, it shall be the duty of the Corporation Board to
determine the construction thereof and its decision, subject to the applicable
law, shall be final.
Section 2 The Members shall be bound by and conform to all of these By-laws, as
they exist at the time of their joining the Corporation, or as they may
thereafter be changed or amended.
ARTICLE XIII - PARLIAMENTARY AUTHORITY
The rules contained in Robert’s Rules of Order as revised shall govern the Board
of Directors, Officers, Chairmen of various committees, and the Members in all
cases to which they are applicable, provided, however, that they do not conflict
with By-Laws of the Corporation or with any laws of the State of Florida.
Article XIV – DISSOLUTION
The Dissolution of the Corporation may be accomplished as provided in Section
617.1402, Florida Statutes.
These Bylaws of the Friends of Blue Spring were approved unanimously by the
Board on October 16, 2003.
Friends of Blue Spring
________________________________
President
Attest:
________________________________
Vice-President
Friends of Blue Spring State Park,
Inc.
2100 West French Avenue
Orange City, Florida 32763
386-775-3663