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Article I
The name of this Corporation
shall be Friends of Croft. (Hereinafter referred to as FOC).
Article II
Purpose
Section 1
General Purposes: FOC is a
non-profit public benefit corporation exclusively for
charitable purposes within the meaning of Section 501(c)(3)
of the Internal Revenue Code or corresponding sections of
any future federal tax code.
Section 2
Primary Purposes: The
primary purposes of FOC are (a) to support the mission of
Croft State Natural Area (hereinafter referred to as CSNA),
(b) to provide support through partnerships in activities
that may include assistance in environmental education,
resource management, administration, maintenance, and
operations, (c) to provide volunteer services through
financial, staff, and program support, (d) to support CSNA
and the State Park Service through the promotion of public
awareness of the values and benefits of State Parks. FOC
will be subject in all events to such guidelines and
agreements as may be adopted by the South Carolina State
Park Service.
Section 3
Non-withstanding any other
provisions of these bylaws, FOC will not carry on any
activities not permitted to be carried on (a) by a
corporation exempt from federal income tax under Section
501(c)(3) of the Internal Revenue Code or by a corporation
to which contributions are deductible under Section
170(c)(2) of the Code, or (b) in conflict with the above
purposes or with the laws of the United States or the State
of South Carolina.
Article III
Membership
Section 1
Membership in FOC shall be
accorded any person that supports the FOC through donations
of services, funds or other assets.
Section 2
FOC will have an open
membership policy, regardless of race, sex, color, national
origin, age or handicap.
Article IV
Board of Directors
Section 1
FOC will have a Board of
Directors who will serve without compensation. The Board is
the governing body of this corporation. The policy of FOC
will be set by the Board who will be ultimately responsible,
in their corporate capacity, for all ventures, activities
and transactions of FOC
Section 2
The Board will be composed
of thirteen (13) members. The Manager of Croft State
Natural Area and/or a duly appointed designee will serve as
ex-officio member(s) of the Board, but will have no right to
vote. Only one (1) person from an immediate family residing
in the same household can serve on the Board at any given
time.
Section 3
The Board of Directors shall
serve for a maximum of two (2) consecutive three-year
terms. After an absence of one (1) year, a director may
stand for re-election. Initially, one-third will be
appointed to serve for three (3) years, one-third will serve
for two (2) years and one-third for one (1) year.
Subsequently appointed directors will serve three (3) year
terms.
Section 4
Vacancies on the Board
occasioned by expiration of term will be filled by election
by a majority vote of directors of the Board at the annual
meeting. There will be a Nominating Committee of three (3)
directors appointed by the President subject to approval by
the Board. The Nominating Committee will meet no less than
two (2) months before the annual meeting in February.
Section 5
When, for any reason, a
director will resign membership on the Board before
expiration of his or her term, the Board will, by majority
vote, appoint a successor for the unexpired portion of that
term.
Section 6
The Board of Directors shall
have the power by a three-fourths vote of the entire board
to terminate directors from the organization for the
following causes: three consecutive unexcused absences by
the member of regularly scheduled meetings, non-support of
the organization in terms of donation(s) of volunteer hours,
contribution or resources or assets valuable to the
organization during a reasonable period of time.
Article V
Meetings
Section 1
The regular meetings of the
Board of Directors shall be held on a quarterly basis.
Special meetings shall be held whenever called by the Board,
the President or two (2) members of the Board.
Section 2
A majority of the Board will
constitute a quorum for the transaction of business.
Article VI
Officers
Section 1
The officers of this
corporation will be:
President
Vice-President
Treasurer
Secretary
Section 2
All officers will be elected
annually by the Board of Directors at its annual meeting and
will hold office for one (1) year up to six (6) consecutive
terms. Only members of the Board are eligible for election
as an officer of the corporation
Section 3
President
The President will be the
chief administrative officer of the corporation subject to
the direction of the Board of Directors. The President will
preside at all Board meetings. The President will execute
the policies and decisions of the Board, will originate and
plan program activities and will direct and supervise the
development and operation of activities.
Vice-President
The Vice-President will
serve in the absence of the President. The Vice-President
will direct all fund-raising activities.
Treasurer
The Treasurer will be
responsible for collecting, receiving and disbursing funds
of the corporation. The Treasurer will keep full and
accurate account of funds.
Secretary
The Secretary will be
responsible for maintaining the books and records, and will
be responsible for filing an annual report to FOC.
Section 4
Vacancies among the officers
will be filled by vote of a majority of the Board of
Directors at any Board meeting for the remainder of the
term.
Article VII
Dissolution
Upon the dissolution or
termination of FOC, title to all its assets shall vest in
the South Carolina Department of Parks, Recreation and
Tourism, or its successor, to be used exclusively for the
purposes hereinabove set forth, it being intended that no
distribution of payment shall be made which will impair or
destroy the tax exempt status of the corporation or which
will result in the denial of tax exempt status to donations,
contributions, legacies, or dues received by this
corporation to the extent that such tax exempt status shall
be allowed under any applicable law or regulation.
Article VIII
Amendment
The by-laws may be amended,
revised, or repealed by the Board of Directors by a vote of
three-fourths (3/4) majority of the Board. Any such
amendment, revision, or repeal will be proposed at any
meeting of the Board, but the Board will not take action
thereon until a subsequent meeting of the Board held not
earlier than twenty-eight (28) days subsequent to the
meeting at which any such amendment, revision, or repeal was
proposed. The Secretary will give each member of the Board
due and proper notice, in writing, of the meeting at which
action is to be taken upon any proposed amendment, revision,
or repeal.
Article IX
Certification
These by-laws have been
passed, adopted, and approved at a meeting called by the
Incorporators of Friends of Croft on _________________.
PRINTED
NAME:
SIGNATURE:
_________________________
_________________________
President
_________________________
_________________________
Vice-President
__________________________
_________________________
Secretary
___________________________ _________________________
Treasurer
___________________________
_________________________
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