FRIENDS OF POOL 2 BY LAWS
ARTICLE I — NAME AND PURPOSE:
Section 1 — Name: The name of the organization shall be FRIENDS OF POOL 2. It shall be a nonprofit organization incorporated under the laws of the State of Minnesota.
Section 2 — Purpose: FRIENDS OF POOL 2 is organized and operated exclusively for social welfare purposes within the meaning of Section 501(c)(3) of the Code. Notwithstanding any other provision of these Articles, this corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Code.
The Purpose of this corporation is:
• Enhance the recreational river experience within the Mississippi River's Pool 2 by promoting sustainable and safe enjoyment.
• Advocate for Pool 2 citizenry by providing a united river community voice.
• Collaberate with various governmental agencies to foster informed and conscientious governance.
• Encourage public participation in the conservation, restoration and preservation of Pool 2 through awareness and education.
ARTICLE II — MEMBERSHIP:
Section 1 - Eligibility for membership: Application for voting membership shall be open to any person that supports the purpose statement in Article I, Section 2. Membership is granted after completion and receipt of a membership application and annual dues.
Section 2 - Annual dues: The amount required for annual dues shall be $25 each year. Continued membership is contingent upon being up-to-date on membership dues.
Section 3 - Rights of members: Each member shall be eligible to appoint one voting representative to cast the member’s vote in association elections.
Section 4 - Resignation and termination: Resignation shall not relieve a member of unpaid dues, or other charges previously accrued. A member can have their membership terminated by a three- fifths majority vote of the membership attending the meeting at which the termination is on the agenda.
Section 5 - Non-voting membership: The board shall have the authority to establish and define non-voting categories of membership.
Section 6 – No Discrimination: There shall be no discrimination on the basis of race, color, creed, national origin, marital status, gender, age, disability, sexual orientation, level of education, or economic status.
ARTICLE III — MEETINGS OF THE GENERAL MEMBERSHIP:
Section 1 - Annual meetings: An annual meeting of the members shall take place in the 1st quarter, the specific date, time and location of which will be designated by the President. At the annual meeting the board shall elect directors. Members will identify issues and receive reports on the activities of the organization.
Section 2 - Special meetings: Special meetings may be called by the President, the Executive Committee, or a simple majority of the board of directors.
Section 3 - Notice of meetings: Notice of each meeting shall be given to each voting member by electronic mail not less than 10 days prior to the meeting.
Section 4 - Quorum: The members present at any properly announced meeting shall constitute a quorum.
Section 5 - Voting: All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place.
ARTICLE IV — BOARD OF DIRECTORS:
Section 1 - Board role, size, and compensation: The board is responsible for the overall policy and direction of the association, and the delegation of responsibility for day-to-day operations to the staff and committees. The board shall have up to 9, but not fewer than 7 members. The board receives no compensation other than reasonable expenses.
Section 2 - Terms: All board members shall serve two-year terms, but are eligible for re-election for up to eight consecutive terms.
Section 3 - Meetings and notice: The board shall meet at least quarterly at an agreed upon time and place. An official board meeting requires that each board member have written notice at least 10 days in advance.
Section 4 - Board elections: New directors and current directors shall be elected or re-elected by the board at the annual meeting. Directors will be elected by a simple majority of board members present at the annual meeting.
Section 5 - Election procedures: A Board Development Committee shall be responsible for nominating a slate of prospective board members representing the Organizations diverse constituency. In addition, any member can nominate a candidate to the slate of nominees.Any candidate for the board must be a member in good standing. All board members in good standing will be eligible to vote for the candidates nominated to fill the available positions each year. No bullet balloting or write in candidates will be allowed.
Section 6 - Quorum: A quorum must be attended by at least fifty percent of board members for business transactions to take place and motions to pass.
Section 7 - Officers and Duties: There shall be four officers of the board with titles consisting of, President who also acts as the chair, Vice-President who also acts as the vice-chair, Secretary and Treasurer. They will be elected by a simple majority of the Board at their first regularly schedule meeting following the Annual Meeting. Their duties are as follows:
The President shall convene regularly scheduled board meetings, shall preside or arrange for other members of the Executive Committee to preside at each meeting in the following order: Vice-President, Secretary, Treasurer.
The Vice-President shall chair committees on special subjects as designated by the board.
The Secretary shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member, and assuring that corporate records are maintained.
The Treasurer shall make a 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 10 days 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, termination, and absences: Resignation from the board must be in writing and received by the Secretary. A board member shall be terminated from the board due to excess absences, more than two unexcused absences from board meetings in a year. A board member may be removed for other reasons by a three-fourths vote of the remaining directors.
Section 10 - Special meetings: Special meetings of the board shall be called upon at 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 10 days in advance.
ARTICLE V — COMMITTEES:
Section 1 — Committee formation: The board may create committees as needed, such as fundraising, development, public relations, data collection, etc. The formation of a new committee will be announced to the membership and so members may volunteer to serve. The President appoints all committee chairs.
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 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 two other board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plan, and annual budget with staff and other board members. The board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the board. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the board showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to board members, members and the public.
Section 4 - Board Development Committee: One past board member, one current member and one member in good standing, all chosen by the board will constitute the Board Development Committee. A Board Development Committee shall be responsible for nominating a slate of prospective board members representing the Organization’s diverse constituency.
ARTICLE VI — STAFF:
Section 1 — Staff: The board is responsible for hiring all staff and may do so as necessary and designate such duties as required.
ARTICLE VII — RESTRICTIONS:
Section 1 — Conflict of Interest: All directors and staff must comply with, have completed and signed Friends of Pool 2’s Conflict of Interest Policy.
Section 2 — Staff: No staff may serve on the Board of Directors.
Section 3 — Proxy Vote: Directors may not vote by proxy.
ARTICLE VIII — AMENDMENTS:
Section 1 — Amendments: These bylaws may be amended when necessary by two-thirds majority of the board of directors. Proposed amendments must be submitted to the secretary to be sent out with regular board announcements.
Section 1 — Name: The name of the organization shall be FRIENDS OF POOL 2. It shall be a nonprofit organization incorporated under the laws of the State of Minnesota.
Section 2 — Purpose: FRIENDS OF POOL 2 is organized and operated exclusively for social welfare purposes within the meaning of Section 501(c)(3) of the Code. Notwithstanding any other provision of these Articles, this corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Code.
The Purpose of this corporation is:
• Enhance the recreational river experience within the Mississippi River's Pool 2 by promoting sustainable and safe enjoyment.
• Advocate for Pool 2 citizenry by providing a united river community voice.
• Collaberate with various governmental agencies to foster informed and conscientious governance.
• Encourage public participation in the conservation, restoration and preservation of Pool 2 through awareness and education.
ARTICLE II — MEMBERSHIP:
Section 1 - Eligibility for membership: Application for voting membership shall be open to any person that supports the purpose statement in Article I, Section 2. Membership is granted after completion and receipt of a membership application and annual dues.
Section 2 - Annual dues: The amount required for annual dues shall be $25 each year. Continued membership is contingent upon being up-to-date on membership dues.
Section 3 - Rights of members: Each member shall be eligible to appoint one voting representative to cast the member’s vote in association elections.
Section 4 - Resignation and termination: Resignation shall not relieve a member of unpaid dues, or other charges previously accrued. A member can have their membership terminated by a three- fifths majority vote of the membership attending the meeting at which the termination is on the agenda.
Section 5 - Non-voting membership: The board shall have the authority to establish and define non-voting categories of membership.
Section 6 – No Discrimination: There shall be no discrimination on the basis of race, color, creed, national origin, marital status, gender, age, disability, sexual orientation, level of education, or economic status.
ARTICLE III — MEETINGS OF THE GENERAL MEMBERSHIP:
Section 1 - Annual meetings: An annual meeting of the members shall take place in the 1st quarter, the specific date, time and location of which will be designated by the President. At the annual meeting the board shall elect directors. Members will identify issues and receive reports on the activities of the organization.
Section 2 - Special meetings: Special meetings may be called by the President, the Executive Committee, or a simple majority of the board of directors.
Section 3 - Notice of meetings: Notice of each meeting shall be given to each voting member by electronic mail not less than 10 days prior to the meeting.
Section 4 - Quorum: The members present at any properly announced meeting shall constitute a quorum.
Section 5 - Voting: All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place.
ARTICLE IV — BOARD OF DIRECTORS:
Section 1 - Board role, size, and compensation: The board is responsible for the overall policy and direction of the association, and the delegation of responsibility for day-to-day operations to the staff and committees. The board shall have up to 9, but not fewer than 7 members. The board receives no compensation other than reasonable expenses.
Section 2 - Terms: All board members shall serve two-year terms, but are eligible for re-election for up to eight consecutive terms.
Section 3 - Meetings and notice: The board shall meet at least quarterly at an agreed upon time and place. An official board meeting requires that each board member have written notice at least 10 days in advance.
Section 4 - Board elections: New directors and current directors shall be elected or re-elected by the board at the annual meeting. Directors will be elected by a simple majority of board members present at the annual meeting.
Section 5 - Election procedures: A Board Development Committee shall be responsible for nominating a slate of prospective board members representing the Organizations diverse constituency. In addition, any member can nominate a candidate to the slate of nominees.Any candidate for the board must be a member in good standing. All board members in good standing will be eligible to vote for the candidates nominated to fill the available positions each year. No bullet balloting or write in candidates will be allowed.
Section 6 - Quorum: A quorum must be attended by at least fifty percent of board members for business transactions to take place and motions to pass.
Section 7 - Officers and Duties: There shall be four officers of the board with titles consisting of, President who also acts as the chair, Vice-President who also acts as the vice-chair, Secretary and Treasurer. They will be elected by a simple majority of the Board at their first regularly schedule meeting following the Annual Meeting. Their duties are as follows:
The President shall convene regularly scheduled board meetings, shall preside or arrange for other members of the Executive Committee to preside at each meeting in the following order: Vice-President, Secretary, Treasurer.
The Vice-President shall chair committees on special subjects as designated by the board.
The Secretary shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member, and assuring that corporate records are maintained.
The Treasurer shall make a 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 10 days 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, termination, and absences: Resignation from the board must be in writing and received by the Secretary. A board member shall be terminated from the board due to excess absences, more than two unexcused absences from board meetings in a year. A board member may be removed for other reasons by a three-fourths vote of the remaining directors.
Section 10 - Special meetings: Special meetings of the board shall be called upon at 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 10 days in advance.
ARTICLE V — COMMITTEES:
Section 1 — Committee formation: The board may create committees as needed, such as fundraising, development, public relations, data collection, etc. The formation of a new committee will be announced to the membership and so members may volunteer to serve. The President appoints all committee chairs.
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 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 two other board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plan, and annual budget with staff and other board members. The board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the board. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the board showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to board members, members and the public.
Section 4 - Board Development Committee: One past board member, one current member and one member in good standing, all chosen by the board will constitute the Board Development Committee. A Board Development Committee shall be responsible for nominating a slate of prospective board members representing the Organization’s diverse constituency.
ARTICLE VI — STAFF:
Section 1 — Staff: The board is responsible for hiring all staff and may do so as necessary and designate such duties as required.
ARTICLE VII — RESTRICTIONS:
Section 1 — Conflict of Interest: All directors and staff must comply with, have completed and signed Friends of Pool 2’s Conflict of Interest Policy.
Section 2 — Staff: No staff may serve on the Board of Directors.
Section 3 — Proxy Vote: Directors may not vote by proxy.
ARTICLE VIII — AMENDMENTS:
Section 1 — Amendments: These bylaws may be amended when necessary by two-thirds majority of the board of directors. Proposed amendments must be submitted to the secretary to be sent out with regular board announcements.