By-laws

Friends of Potato Creek State Park Bylaws
Adopted: March, 27 2006
Modified October 20, 2009

FRIENDS OF POTATO CREEK STATE PARK BYLAWS
ARTICLE I – – NAME
The name of this organization shall be the Friends of Potato Creek State Park (hereafter ?Friends?) and be affiliated with Potato Creek State Park (hereafter ?Park?), St. Joseph County, Indiana.

ARTICLE II – – PURPOSE
The purpose and mission of the Friends of Potato Creek State Park is to develop and support projects and events that help preserve, restore, manage, and interpret the natural and cultural heritage, and recreational opportunities of Potato Creek State Park.

ARTICLE III — MEMBERSHIP
SECTION 1: ELIGIBILITY
Membership in Friends shall be open to any individual, family,association, society, partnership, firm, company and/or corporation after completing the membership application and paying membership dues.
The Friends Board of Directors shall have the right to reject any application for non-discriminatory purposes at the board meeting following submission of the application.

SECTION 2: DUES
Annual dues, as determined by the Board of Directors, and approved by the membership, shall be payable to the Friends organization by April 1. Dues paid between April 1 and October 1 shall be applied to membership in the current year; however, any membership benefits (such as newsletters and voting rights) are not retroactive. Dues paid after October 1st shall be considered paid for the next calendar year.

SECTION 3: VOTING
A. All memberships shall be limited to one (1) representative and one (1) vote.
B. Voting membership carries with it the right of casting a ballot to elect members of the board of directors in the manner prescribed by these bylaws. Members shall be entitled to receive a copy of the annual report of the organization and its newsletters.
C. To be eligible to vote, a member must be current with dues and fees. Any issue brought to the Friends for a general membership vote shall be passed by a simple majority of the members present.

SECTION 4: MEETINGS
No less than one (1) general membership meeting shall be held per annum. March shall be considered the annual meeting. The calendar of general meetings for the upcoming year shall be presented at the March meeting. March has been designated as the month for voting in new board members.

ARTICLE IV — BOARD
SECTION 1: ELIGIBILITY
A. All paid members are eligible for the Board of Directors.
B. The Friends Board shall consist of seven (7) voting members and up to three (3) non-voting advisory members. Terms shall be for two (2) years beginning in April and ending in March.
C. In the initial board of directors, three (3) members at-large shall be elected for a one (1) year term, and four (4) members at-large shall be elected for two (2) year terms. This will allow for a partial change in the board every year. The non-voting advisory members shall be local experts, of benefit to, and appointed by the Board on an as-needed basis for unspecified terms.

SECTION 2: SELECTION
A. The Friends Board shall be elected at the March membership meeting by the eligible voting members of Friends. The Friends members shall nominate candidates for the Friends Board. Newly elected Board members
and officers shall be seated at the April Board meeting.
B. The Friends board members shall elect a President, Vice-President, Treasurer, and Secretary as Officers. Terms shall be for one (1) year beginning in April and ending in March.
C. The initial board shall be elected at an interim election at the first membership meeting following the approval of the Friends Bylaws. The initial Officers shall then be immediately appointed by the Board.

SECTION 3: POSITIONS AND DUTIES
President: The President shall hold the principal executive position of the organization and shall, in general, supervise the business and affairs of the organization. He/she shall preside at all general membership meetings and meetings of the Board and shall be responsible for all the general meeting and board meeting agendas. The President shall perform all duties incidental to the office of the President, serve as ex-officio member of all committees, except the nominating committee and other such duties as may be prescribed by the Board from time to time. President has authority to sign legal contracts and other agreements after approval by the Friends Board. The President shall also serve as the Parliamentarian.
Vice-President: The Vice-President shall assume the duties of the President in his/hers absence or inability to serve and shall serve as chairman of the Program Committee. The Vice-President shall have such other powers and duties as assigned by the President or Board of Directors.
Treasurer: The Treasurer shall have custody of all funds raised by Friends. The Treasurer shall maintain all accounts, balance the books, and maintain the financial records of the organization. These records, including bank statements, receipts, budgets, invoices, paid receipts and canceled checks, shall be held for seven (7) years. Disbursements shall be made in accordance with the budget adopted by the Board. Friends related expenses shall be only reimbursed with prior approval of the board. The president, treasurer, secretary and vice president are authorized to sign checks. A financial statement shall be presented at general meetings, Board meetings and at other times when requested by the Friends membership or the Board. Independent audits shall be performed, when required by a vote of the Friends board. All required tax forms; government forms and other required financial paperwork will be performed by the treasurer. The Treasurer shall chair the Financial Committee.
Secretary: The Secretary shall keep, post, and be custodian of the records of the Board and Friends membership meetings in one or more books provided for that purpose. The Secretary shall keep an accurate list of the current membership. The Secretary shall perform such duties as shall be assigned to him/her by the President or by the Board.
Advisors: Advisors are local citizens who volunteer to advise the Friends Board on issues of their respective expertise to assure the mission of Friends is carried out. No voting privileges are associated with these positions. Advisors are appointed by the Board on an as-needed basis. They serve for unspecified terms, and so are given an opportunity each year to renew their commitments. Attendance at Friends Board meetings is expected only when issues concerning their expertise shall be brought before the Board.

SECTION 4: REMOVAL
Any member of the Friends Board, elected or appointed, may be removed after missing three (3) consecutive meetings or by a majority vote of Friends Board members whenever, in its judgment, the best interests of the organization would be served. Notification of removal shall be in writing, via certified mail to their address of record. Upon resignation or termination of a position on the board, all rights and authority cease.

SECTION 5: VACANCIES
Should a Board position become vacant, the remaining Board members shall fill the position by appointment from the eligible Friends membership within 120 days following the vacancy. All postings or announcements for vacant positions shall be made within the next newsletter or at the next membership meeting after the discovery of the vacancy.

SECTION 6: DUTIES
The duties of the Friends Board shall be as follows:
A. To establish, direct, and maintain executive guidance over the Friends program.
B. To appoint, from the membership of Friends, chairpersons of all standing and ad hoc committees.
C. To carry out such actions as are deemed necessary to further the purpose and mission of the Friends.
D. To review recommendations made by committee chairs. These shall be approved, amended or disapproved to ensure compliance with the Bylaws of the Friends, by the next board meeting.

SECTION 7: MEETINGS
Board meetings will be held as required and be announced in advance and be open to the general membership. Special meetings of the Friends Board shall be called by the President or by a majority of the voting members. The Friends board meeting shall be conducted by rules published within the current edition of Roberts Rules of Order.

SECTION 8: QUORUM
A majority of the voting Board members (4) shall constitute a quorum and must be present to conduct business. A majority of the quorum shall be required to pass any resolution before the Board.

ARTICLE V – – COMMITTEES
SECTION 1: TYPES
Standing committees of Friends may include the Finance, Membership, Historian, Public Relations, Special Events, Natural Resources, Cultural Resources, Recreation, and Research. Ad Hoc Committees may be created by the Friends Board as deemed necessary. Subcommittees shall be established by the committee Chair, with Board approval.

SECTION 2: COMMITTEE MEMBERSHIP
All Friends members are encouraged to serve on committees and participate in special events. Committees may also include non-active advisory members as needed to accomplish the committee?s task.

SECTION 3: COMPOSITION
Friends committees shall consist of at least three (3) Friends members. One (1) member, acting as Chairperson, shall be appointed by the Friends Board and shall report to the Friends Board.

SECTION 4: MEETINGS
The Committee Chairperson or his/her representative shall call all of their own committee meetings to order. Committee meetings may be run in an informal manner obrserving Roberts Rules of Order when necessary to take specific actions.

SECTION 5: LIMITATION OF AUTHORITY
All committee Chairpersons shall present a plan of action for the coming year to the Friends Board. Plans of action shall be approved or returned to the committee Chairperson for revision with recommendations at the same or following Board meeting. All subcommittee heads shall report to their committee Chairperson, who shall in turn report to the Friends Board.

SECTION 6: DUTIES
The purpose of any committee shall be determined by the Friends Board. Upon the request of the Board, the committees shall advise the Board with respect to their activities in light of their goals and objectives set forth in the plan of action. Recommendations of the committees shall not be binding on the organization or it?s Board. The committees, or any individual or board member shall have no power to obligate the organization, unless specifically authorized to do so by the Friends Board. All Chairpersons shall present a year-end report of their committee actions at the March membership meeting, and include proposed actions or suggestions for the upcoming committee year.

SECTION 7: TERMS OF APPOINTMENT
Each term of appointment for standing committees shall be for one (1) year beginning in April and ending in March. The term of appointment for all other committees shall be for one (1) year, which may be renewed by the Friends Board.

SECTION 8: VACANCIES
Vacancies on all committees shall be filled as deemed necessary by the committee Chairperson. In the event of a vacancy of the Chairperson, the Friends Board shall appoint a new Chairperson or dissolve the Committee. Dissolution of a committee due to lack of a Chairperson or inactivity shall be at the discretion of the Friends Board.

ARTICLE VI — FINANCIAL STATUS
SECTION 1: ORGANIZATION
The organization is organized exclusively for charitable, educational, and scientific purposes under section 501 (c) (3) of the Internal Revenue Code.

SECTION 2: INTENT
No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Not withstanding any other prevision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

SECTION 3: DISSOLUTION
Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of the section 501(c)(3) of the Internal Revenue Code, or corresponding section of any
future federal tax code.

ARTICLE VII — AMENDMENTS
These bylaws may be altered, amended or repealed at any time by recommendation of a majority of the Friends Board, with final approval by a majority of the eligible voting membership present at the next
general Friends meeting. (Any new Friends Bylaws shall be presented at a general membership meeting and be voted upon at the next scheduled membership meeting.) All amendments to the Bylaws shall be posted within a Friends newsletter prior to the vote on any changes.