BYLAWS OF FRIENDS OF INDIANA DUNES, INC.
AN INDIANA NOT-FOR-PROFIT CORPORATION
ARTICLE I. NAME AND PURPOSE
Section 1.1 Name. The name of the corporation shall be Friends of Indiana Dunes, Inc.
Section 1.2 Purpose. The corporation is incorporated under the provisions of the Indiana Not-For-Profit Corporation Act of 1971, as amended, and is organized for the following purposes:
(a) To assist and promote the Indiana Dunes National Lakeshore and Indiana Dunes State Park in conserving, developing, studying and interpreting the Indiana Dunes cultural, historical and natural resources for the benefit of the public and for posterity.
(b) To assist in the presentation of festivals, outreach programs, lecture sand field courses in an effort to preserve and interpret the Indiana Dunes area culture and folkways.
(c) To make distributions to other organizations that qualify under Section 501(c)(3) of the Internal Revenue Code of 1986 to assist with historical, educational, scientific, and interpretive activities of the Indiana Dunes National Lakeshore and Indiana Dunes State Park.
(d) To promote any other type of charitable, educational, and literary work in Northwest Indiana should the need or necessity arise.
(e) To conduct any and all other activities deemed necessary, convenient or expedient for the accomplishment of any of the purposes of the corporation or in furtherance of any of the powers herein above set forth either alone, or in association with other corporations, firms or individuals.
Section 1.3 Prohibited Activities. The corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder, or prohibited by the Indiana Not-For-Profit Corporation Act of 1971, as amended.
Section 1.4 Principal Address. The principal mailing address of the corporation in Indiana shall be P.O. Box 166, Beverly Shores, Indiana 46301. The corporation may have such other mailing addresses as the Board of Directors may designate or as the business of the corporation may require from time to time.
ARTICLE II. MEMBERSHIPSection 2.1 Classes. There shall be two general classes of membership:
(a) Regular Membership, which shall be as follows:
ii) Senior Citizen
(b) Sustaining Membership, which shall be as follows:
Section 2.2 Eligibility. Membership shall be open to any person, association, society,
partnership, firm, company, and/or corporation.
Section 2.3 Election to Membership. Application for membership shall be in writing on forms provided for that purpose. Any application for membership may be approved or rejected at any meeting of the Board of Directors by a majority vote. Membership becomes effective upon approval by a majority vote of the Board of Directors and payment of all required fees. Memberships shall expire annually but may be renewed by payment of the annual membership fees. Members renewing their membership in consecutive years shall not be required to submit an additional application for membership.
Section 2.4 Membership Fees. The membership fees shall be set and assessed by the Board of Directors.
Section 2.5 Voting. All members of the corporation shall have the same rights, preferences, limitations, and restrictions. Voting membership carries with it the right of casting a ballot on all matters specified and in the manner prescribed in these bylaws as requiring a vote or ratification by the members. In any proceeding in which voting by members is called for, each member shall be entitled to one vote at all meetings of the members so long as any membership fees which the Board of Directors may establish have been paid for the period specified in the bylaws.
Section 2.6 Termination.
(a) Any member may resign from the corporation upon written request addressed to the Board of Directors. No refund of membership fees shall be provided to a resigning member.
(b) Any member may be expelled by a majority vote of the Board of Directors for non-payment of membership fees after ninety (90) days from the due date of said fees unless extended for good cause.
(c) Any member may be expelled by a majority vote of the Board of Directors for conduct determined to be prejudicial to the purpose or reputation of the corporation. No active member shall be so expelled without notice and an opportunity to be heard, if requested, at the next regular meeting of the Board of Directors.
Section 2.7 Proxies. No proxy shall be valid to a non-member of the corporation. No proxy shall be deemed operative unless and until signed by the member and filed with the secretary of the corporation. In the absence of limitations to the contrary, any proxy shall pertain only to voting at meetings of the members, and shall remain in force for a period of one (1) year from the date executed, and no longer.
ARTICLE III. MEETING OF MEMBERSSection 3.1 Place of Meeting. Meetings of the membership of the corporation shall be held at such place within or outside the State of Indiana as may be specified by the Board of Directors.
Section 3.2 Annual Meeting of Members. The corporation shall hold an annual meeting at which meeting the members entitled to vote shall elect the Board of Directors. The time and place for the annual meeting shall be determined by the Board of Directors.
Section 3.3 Notice of Meetings. Written notice stating the place, date, starting time, and purpose of any meeting shall be delivered, published or mailed by the secretary of the corporation, or by the officers or persons calling the meeting, to each member of record in good standing and entitled to vote. Notice of said meeting shall be provided at least thirty (30) days prior to the meeting. In the event notice is to be given by mail, the notice shall be mailed to members at the addresses appears upon the membership records of the corporation. In the event notice is to be given by publication, the notice shall be published in a newspaper of general circulation in the Town of Beverly Shores.
Section 3.4 Special Meeting. A special meeting of the members may be called at any time by written request of the president or a majority of the Board of Directors. Written notice of any special meeting shall be provided in the manner specified in Section 3.3 except that members shall be provided with notice at least ten (10) days before the date of the special meeting.
Section 3.5 Quorum of Members. At any duly called meeting of the members, a quorum shall consist of a majority of the members of the corporation eligible to vote and present at such meeting, either in person or by proxy. Once a quorum has been duly constituted at any meeting of the members, a majority vote of 51 % of such quorum shall be required for passage of any resolution or approval of any action or business which may come before the membership at such meeting.
ARTICLE IV. BOARD OF DIRECTORSSection 4.1 Composition. The corporation shall have a Board of Directors of not less than eight (8) nor more than fifteen (15) persons. Each director must be at least eighteen (18) years of age, and a member in good standing with the corporation. No employee of the National Park Service or Indiana Department of Natural Resources may serve as a member of the Board. However, the ¬Superintendent or his/her designee may serve in an ad hoc capacity.
Section 4.2 Term. Elected directors shall serve a three (3) year term commencing on date of the annual meeting and shall be eligible for re-election. Terms of directors shall be staggered so that no more than one-third (1/3) of said terms expire in any one year.
Section 4.3 Election of Officers. At the first regular meeting of the Board of Directors after the annual election of the corporation, the Board shall elect by ballot from their own number the officers of the corporation.
Section 4.4 Unexpired Terms. The Board of Directors shall have the power to fill, for the unexpired term, all vacancies occurring in their number between annual elections.
Section 4.5 Policy. The Board of Directors shall be responsible for formulating the policies of the corporation and for managing its financial affairs and property. No contract, debt, or obligation shall be binding unless contracted under the authority of the Board of Directors.
Section 4.6 Removal of Directors. Any director may be removed, for good cause, by a two-thirds (2/3) vote of the entire membership of the Board of Directors at a special meeting of the Board duly called for that purpose.
Section 4.7 Vacancies. Any vacancy on the Board because of death, resignation, removal, disqualification, or otherwise, may be filled by appointment by the Board of Directors for the unexpired term of said vacancy.
ARTICLE V. MEETINGS OF DIRECTORSSection 5.1 Regular Meetings. The Board of Directors shall meet quarterly, or at such other intervals, at a time and place determined by the Board of Directors. A quorum of directors shall consist of a majority of the entire Board of Directors. Notice of regular meetings. shall not be required. Any member who misses three (3) consecutive meetings may be removed as a Board Member unless said absences are approved by the Board.
Section 5.2 Special Meetings. Special Meetings of the Board of Directors may be called by the President, or may be called upon the written request of five (5) directors. The call for a Special Meeting shall specify the purpose of the meeting and shall give five (5) days notice thereof to the remaining members of the Board.
Section 5.3 Quorum. A quorum of directors shall consist of a majority of the entire Board of Directors.
Section 5.4 Presiding Officer. The presiding officer at all meetings of the Board of Directors shall be the president. In the absence of the president, the vice president shall preside. In the absence of both, the directors present shall designate a director to preside.
Section 5.5 Minutes. The secretary shall keep the minutes of all meetings of the Board of Directors. In the absence of the secretary, the presiding officer shall appoint a director to serve as acting secretary for the purpose of taking the minutes of the meeting. The secretary, or acting secretary, as the case may be, shall sign the minutes from any meeting.
ARTICLE VI. CONDUCT OF THE CORPORATIONSection 6.1 Powers. The corporation may acquire, hold or dispose of property, real or personal, as may be given, devised, or bequeathed to it or entrusted to its care and keeping, and may purchase, acquire, and dispose of any property, real or personal, as may be necessary to carry out the purposes of the corporation. Said powers include the power and authority to borrow money for corporate purposes.
Section 6.2 Control. The Board of Directors shall have exclusive care, custody and control over the property, real and personal, of the corporation.
Section 6.3 Indemnification. The corporation shall indemnify any member of the Board of Directors against any liability asserted in any action, or threatened action, for conduct in his or her capacity as a member of the Board of Directors, if said member acted at all times in good faith and in a manner reasonably believed to be in the best interests of the corporation, and where there was no cause to believe that the member’s conduct was unlawful or a conflict of interest.
Section 6.4 Procedures. Unless provided otherwise in these by laws, procedures at all meetings shall be governed by Robert’s Rules of Order (Revised).
Section 7.1 Executive Officers. The executive officers of the corporation, as elected by the Board of Directors, shall be President, Vice President, Secretary, and Treasurer. Said officers shall be elected annually by the Board of Directors. Each officer shall hold office for one (1) year or until a successor is elected and qualified. The Board of Directors may also from time to time elect such other officers and designate their powers and duties as the Board shall find to be required with regard to the management of the affairs of the corporation.
Section 7.2 President. The president shall be the chief executive officer of the corporation and shall preside at all meetings of the Board. The president, with the secretary or treasurer, shall execute all legal papers, documents, and instruments approved for execution by the Board of Directors. The president shall appoint all committee members and shall be a member ex-officio of all committees of the corporation. The president shall also perform such other duties as may, from time to time, be prescribed by the Board of Directors. The president may also serve in the advisory capacity as past-president at the end of his or her term as president.
Section 7.3 Vice President. The vice president shall act in the absence of the president and shall have all powers and duties of the president’s office during any such period of absence. The vice president shall also perform such other duties as may, from time to time, be prescribed by the Board of Directors.
Section 7.4 Secretary. The secretary shall, together with the president, execute such legal papers, documents, or instruments as authorized by the Board of Directors. The secretary shall be responsible for providing notice of all regular and special meetings of the directors and members, and shall keep minutes of all proceedings. The secretary shall also keep the records of the corporation except those of the Treasurer. The secretary shall also perform such other duties as may, from time to time, be prescribed by the Board of Directors.
Section 7.5 Treasurer. The treasurer shall have charge and custody of all property and funds of the corporation. The treasurer shall see that accurate records of account are kept in accordance with good accounting practices, and shall make periodic reports to the Board of Directors as the Board may from time to time require. The treasurer shall also perform such other duties as may, from time to time, be prescribed by the Board of Directors.
Section 7.6 Removal. Any officer elected or appointed by the Board of Directors may be removed by the majority vote of the Board whenever, in its judgment, the best interests of the corporation would be served thereby.
Section 7.7 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term of said office.
ARTICLE VIII. COMMITTEESSection 8.1 Authorization. The Board of Directors shall designate the various areas or departments into which the program and administrative work of the corporation shall be divided, shall determine the division of responsibility and the relationship between such departments, and shall authorize the President to appoint members to committees.
Section 8.2 Executive Committee. There shall be an executive committee consisting of the officers of the corporation. The executive committee shall act for the Board of Directors in the interim between regular board meetings, but shall not have the power to reconsider or reverse any action or policy of the Board. The president or any two members of the executive committee may call meetings of the committee at any time, giving the purpose of the meeting and three (3) days notice thereof to the remaining members of the committee. Three (3) members of the executive committee shall constitute a quorum.
Section 8.3 Nomination Committee. The president shall appoint a nomination committee consisting of five (5) members to screen candidates for Board membership. At the regular quarterly meeting of the Board of Directors immediately preceding the Annual Meeting the nomination committee shall recommend candidates for consideration for any vacancies. Names will not be placed on the ballot until screened and approved by the Board of Directors. Any Member of the Board of Directors may recommend names to the nomination committee. Such names shall be proposed to the nomination committee at lease one (1) week prior to the committee report to the Board of Directors. The final nominations will be determined by the Board. At least one month prior to the election by the membership, a sample ballot and brief biographical sketch of each nominee to the Board shall be provided to the membership of the organization. The nomination committee shall have charge of the election of directors by the membership, shall count the ballots cast at the election, and shall certify the results to the Board of Directors.
Section 8.4 Standing Committees. The Board of Directors may determine and authorize standing committees of the corporation. The president shall appoint members to any standing committee. Any standing committee shall have a Chair thereof and such other members in number as the Board of Directors determines. The president shall be an ex-officio member of all standing committees. A written charter of the guidelines, responsibilities, and rules of conduct of each standing committee shall be prepared for and approved by the Board of Directors.
Section 8.5 Ad Hoc Committees. The president shall have the authority to appoint such other ad hoc committees as shall be necessary for the conduct of the business of the corporation. The Board of Directors shall prescribe the duties, powers, and functions of any such additional committees so appointed. The president shall be an ex-officio member of all ad hoc committees.
Section 8.6 Minutes. All committees shall keep minutes of its meetings and shall submit reports to the Board of Directors of all work done by the committee.
Section 8.7 Prohibited Acts. No committee shall enter into any contract or incur any indebtedness or financial obligation of any, kind, except under express authority of the Board of Directors.
ARTICLE IX. FISCAL MANAGEMENTSection 9.1 Fiscal Year. The fiscal year of the corporation shall be the twelve-month period ending on December 31 of each year.
Section 9.2 Budget. The Board of Directors shall adopt a budget for each fiscal year which shall include the estimated funds required to defray common expenses and shall provide and maintain funds for the necessary expenditures in accordance with generally accepted accounting principals.
Section 9.3 Bank Depository. The Board of Directors shall designate an official depository into which all monies of the corporation shall be deposited. Withdrawals of monies from said depository shall only be by such persons authorized by Board of Directors by written resolution.
Section 9.4 Annual Audit. An audit of the financial matters of the corporation shall be performed annually and submitted to the Board of Directors for review and approval, and shall be made available to the membership for inspection after the audit has been approved.
Section 9.5 Bonds. The Board of Directors may require the posting of fidelity bonds from all persons handling or responsible for corporate funds. The amount of any bond shall be determined by the Board of Directors. The premiums for any such bonds shall be paid by the corporation.
Section 9.6 General Operating Fund. All monies received by the corporation shall be placed in a general operating fund with the exception of monies received for a specifically designated purpose.
Monies received for a specifically designated purpose may or may not be segregated from the general operating fund, and shall be accounted for separately.
Section 9.7 Disbursements. Except as provided, any and all expenditures of monies shall be submitted to the Board of Directors for its approval and/or ratification. The president shall be authorized to approve expenditures of up to five hundred dollars ($500.00) without prior approval. Any disbursements from the corporation’s checking account shall be signed by one of the current officers of the corporation.
ARTICLE X. AMENDMENTSSection 10.1 Amendments. These bylaws may be altered, amended, or repealed, and new bylaws may be adopted, by the Board of Directors at any regular or special meeting of the Board of Directors. Thirty (30) days written notice of any proposed amendment to the bylaws must be provided to members of the Board of Directors before any vote. Any proposed amendment to the bylaws must be approved by a two-thirds majority vote of the members of the Board of Directors.
These bylaws were approved and adopted by the Board of Directors at a meeting held on the 28 day of February 2000.
Donald L. Mohar
CERTIFICATEI, . ., certify that I am the duly elected and acting Secretary of the Friends of Indiana Dunes, Inc., and that the foregoing bylaws of the corporation were duly approved and adopted by the Board of Directors on the date stated above.
Our mission is to enhance and foster understanding, appreciation, and enjoyment of the Indiana Dunes through financial and volunteer support of the state and national parks.
CERTIFICATE OF INCORPORATION
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