ARTICLE I: NAME
The name of this organization shall be Friends of Lake Robinson, hereinafter designated as Friends.
ARTICLE II: PURPOSE
The purpose of Friends shall be to promote understanding, protection, and comprehensive management of Lake Robinson and its watershed.
ARTICLE III: MISSION
The Mission of Friends of Lake Robinson is to serve the Lake Robinson Watershed through educational, conservational and scientific endeavors which include gathering, evaluating and disseminating information to preserve, protect and enhance the quality of the waters of Lake Robinson and its watershed as a primary source of drinking water and as a unique environmental, recreational, and economic resource. This will be accomplished through a collaborative process that involves local, state, and federal agencies and organizations.
ARTICLE IV: GOALS
The Goals of Friends are to:
- Promote and provide a forum for sharing of information and experiences on scientific, administrative, legal and financial aspects of lake and watershed management.
- Support the development of local lake protection programs in accordance with appropriate management strategies and techniques.
- Encourage compliance with local, state and national programs, policies and legislation that promote lake and watershed management
- Encourage the cooperation and interaction of organizations, agencies, units of government, corporations, schools, universities and individuals concerned with lake and watershed improvement and protection.
- Promote public awareness and educate citizens about what they can do to protect and preserve the quality of Lake Robinson and its watershed.
ARTICLE V: ENDOWMENT FUND
SECTION A. The Endowment Fund purpose is to provide income to support infrastructure development and maintenance, and other General Fund needs of Friends’ mission. The goal is to have sufficient invested funds to create a stream of reliable income that will allow commitment to personnel and programs that might otherwise be subject to the variables of yearly fundraising. This creates stability and secures the future of the organization.
SECTION B. Contributions: Individuals, businesses, or foundations that wish to support these goals may donate cash or property that can readily be converted to cash. All gifts are tax-deductible and will be co-mingled with the other assets in the Endowment Fund. Dedicated or directed gifts will be limited to large donors of $50,000.00 or more. The Endowment Fund account will be maintained separate from other Friends accounts.
SECTION C. Management: Once contributions have been received, an Endowment Committee shall be appointed by Friends Board of Directors and annually thereafter, and shall consist of at least three members at large and the Treasurer of Friends. They shall also serve as the investment committee. This committee shall have the responsibility of receiving, investing, and allocating the funds earnings. They will submit a written report to the Board of Directors quarterly. It will be the policy of the fund to allocate only interest and earnings to Friends operating fund unless spending from the principal is deemed critical by a two-thirds majority vote of the full Board of Directors of Friends.
SECTION D. Investment: A conservative investment style to balance growth and income and to preserve the principal will be the hallmark of the fund management. When the Board of Directors deems the Fund principal sufficient, it will be expected that the endowment committee will seek professional advice and/or management for the Fund’s investments. Participation with a larger Foundation for investment may be a desirable option. In that event, the committee will maintain its role in supervising the allocation of the funds to the needs of Friends.
SECTION E. Obsolescence: Should the purpose of the Fund become obsolete or incapable of fulfillment, or should Friends cease to exist, the remaining assets in the Fund may be used to meet general obligations of the organization and any residual shall be donated to a charitable conservation purpose or organization selected by the Board of Directors.
ARTICLE VI: ORGANIZATION AND MEMBERSHIP
SECTION A. Friends shall operate as a non-profit organization under the laws of the State of South Carolina and under the provisions of Section 501(c) (3) of the Internal Revenue Code. The fiscal year of Friends shall be the calendar year January 1 through December 31 and the terms of all Officers and Directors shall commence upon election at the Annual Meeting and expire upon election of new Directors at the next year’s Annual Meeting.
SECTION B. Membership in Friends shall be open to all individuals whose interests are consistent with the objectives of Friends.
SECTION C. The Board of Directors may establish such categories of membership and a level of annual dues for each such category, as they may deem appropriate.
ARTICLE VII: BOARD OF DIRECTORS
SECTION A. All powers of Friends shall be exercised by or under the authority of the Board of Directors. The affairs of Friends shall be managed under the direction of the Board of Directors.
SECTION B. The Board of Directors shall consist of not less than 5 nor more than 11 members.
SECTION C. Members of the Board of Directors shall serve for a term of three years. However, the members of the initial Board of Directors shall by lot determine their term of office so that one-third of the initial Board shall serve a two-year term, one-third shall serve a three-year term, and one-third shall serve a four-year term. Therefore, after the first year, the terms of one-third of the Board will expire at the end of each year.
SECTION D. No members of the Board shall serve more than two consecutive terms.
SECTION E. Vacancies on the Board of Directors may be filled by majority vote of the balance of the Board. A person elected by the Board to fill an unexpired term shall serve for the balance of that term. If such a term is less than one year, such person shall be eligible for election for two full terms thereafter.
SECTION F. The Board of Directors shall hold regularly scheduled meetings at least every two months. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by the Board. Special meetings of the Board may be called by the President or at the request of any five members of the Board on one week’s written notice to each Director. The Secretary of Friends shall send such notice, together with the agenda for the meeting. A quorum, defined as the majority of the current members of the Board, shall be present at each meeting. Voting by proxy shall not be permitted.
SECTION G. The members of Friends shall elect Directors as described below in Article XII, ELECTIONS.
SECTION H. Directors shall receive no compensation for their services as such.
SECTION I. Directors may be removed for just cause by a two-thirds vote of the members at the Annual Meeting.
SECTION J. Meeting by Conference Telephone. Members of the Board of Directors may participate in a meeting by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means constitutes presence in person at a meeting.
SECTION K. Action taken by a majority of the Board without a meeting is nevertheless Board action if written consent to the action in question is given by all of the Board members and filed with the Minutes of the following Board meeting.
ARTICLE VIII: OFFICERS
SECTION A. The officers of the corporation shall be the President, the Vice President, the Treasurer and the Secretary, who shall be members of the Board of Directors and who shall be elected at an Annual Meeting of the Board to be held immediately following the Annual Meeting of the membership. The term of service of each officer shall be one year and no officer except the Treasurer or Secretary shall serve more than two consecutive terms in the same office. Any officer shall have the authority to execute any contract or other instrument previously approved by the Board of Directors.
SECTION B. The duties of the officers shall be:
- The President shall have general supervision of the affairs of Friends and shall preside at all meetings of Friends, of the Board of Directors, and of the Executive Committee.
- The Vice President shall, in the absence of the President, carry out all the duties of that office and shall also carry out any duties assigned to him or her by the President.
- The Treasurer shall be responsible for the financial affairs and records of Friends. The Treasurer shall see to it that accurate records are kept of all transactions and shall report to each meeting of the Board of Directors and of the membership of Friends. The Treasurer shall, if directed by the Board, arrange for an appropriate independent financial review; e.g., audit, compilation, or schedule of procedures, of the records of Friends. Otherwise, a peer review shall be deemed sufficient.
- The Secretary shall be responsible for the Minutes of all meetings of the Board of Directors and of the membership of Friends and shall be the custodian of all official records and documents of Friends. The Secretary shall also maintain the list of the membership of Friends and a list of the annual dues and/or other contributions paid to Friends by any individual in the event no separate Membership Chairperson is appointed to assume these duties.
ARTICLE IX: EXECUTIVE COMMITTEE
SECTION A. The membership of the Executive Committee shall consist of the President, the Vice President, the Treasurer, the Secretary and one other director to be named by the President.
SECTION B. The Executive Committee shall have the power to act in place of the Board of Directors in the case of unforeseeable emergency situations where it is impossible to convene a meeting of the Board before a decision or action must be taken. In no case, however, shall the Executive Committee have the power to:
- Adopt, amend or repeal the Articles of Incorporation of Friends or the Bylaws of Friends.
- Elect, appoint or remove Directors.
- Approve the dissolution or merger of Friends or the sale, pledge or transfer of all or substantially all of the assets of Friends.
SECTION C. The Executive Committee shall meet at the call of the President or at the request of two members of the Committee. The Secretary of Friends shall give two days notice. A quorum shall consist of a majority of the Committee.
ARTICLE X: OTHER COMMITTEES
SECTION A. The Board of Directors shall appoint annually a Nominating Committee consisting of five members. No more than two of these members may be Directors of Friends at the time they are appointed and the President of Friends shall not be a member of the Committee.
SECTION B. The President may appoint such other committees, as he deems appropriate. Committee members need not be Directors or Members of Friends. Committees shall report their findings and/or recommendations to the Board of Directors. No committee shall have the power to commit or act for the Board of Friends.
ARTICLE XI: NOTICES
SECTION A. Whenever under the provisions of the statutes, the Articles of Incorporation, or these Bylaws, notice is required to be given to any Director and no provision is made as to how such notice shall be given, it shall not be construed to mean personal notice, but any such notice may be given in writing by mail, postage prepaid, addressed to such Director at such address as appears on the books of the Corporation or by e-mail with confirmation of receipt. Any notice required or permitted to be given by mail shall be thus deposited in the United States mails.
SECTION B. Whenever any notice is required to be given to any Director of Friends under the provisions of the statutes, the Articles of Incorporation, or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated in the notice, shall be deemed equivalent to the giving of such notice.
SECTION C. Attendance of a Director at a meeting shall constitute a waiver of notice of such meeting except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
ARTICLE XII: ELECTIONS
Election of Directors shall take place at the Annual Meeting of Friends to be held in December of each year. The membership of Friends shall be given at least one week’s written notice of the time and place for the Annual Meeting. The Nominating Committee shall submit to the membership of Friends a slate of candidates for election as Directors which slate shall contain a number of candidates equal to or greater than the number of vacancies to be filled. The candidates receiving the largest number of votes shall be deemed elected. A quorum at the Annual Meeting shall consist of those members present.
ARTICLE XIII: DISSOLUTION
In the event of dissolution of Friends, all assets of Friends will be transferred to such other qualified charitable and/or educational organizations as is set forth in Section 6.a. of its Articles of Incorporation. .
ARTICLE XIV: AMENDMENT
These Bylaws may be amended or repealed and new Bylaws may be adopted by the Board of Directors. Friends shall provide at least one week’s written notice of any meeting of the Board of Directors at which such action is to be proposed. This notice must state that the purpose, or one of the purposes, of the meeting is to consider proposed changes in the Bylaws and contain or be accompanied by a copy or summary of the proposed changes. Any change must be approved by two-thirds of the Directors in office at the time of the vote.
These Bylaws have been duly adopted by the Board of Directors on this ____ day of _______________ 2005.