FRIENDS OF THE WEKIVA RIVER, INCORPORATED
PURPOSE AS STATED IN THE ARTICLES OF INCORPORATION
The primary purposes for which this corporation is formed are:
BY-LAWS
FRIENDS OF THE WEKIVA RIVER, INCORPORATED
Article I
Powers and Duties of Officers, Board of Directors, and Executive Committee
Section 1. The President shall preside at meetings of the Corporation, the Board of Directors and the Executive Committee, and shall enforce the provisions of the Charter and the By-Laws of the Corporation. He or she shall decide all questions of order, act as judge in elections and declare the results, appoint the chairs of standing committees, with the approval of the Board, and the chairs of such special committees as may be authorized by the Board of Directors, and perform such other duties as the Board of Directors or the By-Laws may provide. The President shall appoint a nominating committee that will provide a list of candidates for election of the Board of Directors and officers for the new fiscal year. This list shall be compiled before the election at the annual meeting.
Section 2. The Vice-President shall take the place of the President in case of his or her absence and perform all those duties necessary during the absence. The Vice-President shall also assume the title, duties, and responsibilities of the President in the event of resignation or removal of the President.
Section 3. The Secretary shall keep accurate reports of the proceedings of the Corporation and the Board of Directors and the Executive Committee and shall provide a copy of each to the President, shall take care of the general correspondence of the Corporation, shall have charge of all records, and shall perform such duties as the Board of Directors or the By-Laws may provide.
Section 4. The Treasurer shall receive and be the custodial of all monies of the Corporation and shall keep the Board fully advised of all matters connected therewith; keep an accurate book record showing all receipts and disbursements, deposit the funds of the Corporation in such depository as the Board may designate, pay all bills of the Corporation upon the authority of the Board, and perform such other duties as the Board or the By-Laws may provide. The Treasurer shall also serve on the Finance Committee.
Section 5. The Board of Directors shall have general supervision over all the affairs of the Corporation. It shall have the power to fill vacancies in the list of officers or the Board and shall have the power and authority to prescribe rules and regulations as to Corporation matters not otherwise provided for in the Charter and By-Laws. The Board of Directors, consisting of at least 15 members shall be elected by general membership at the annual meeting. The Board of Directors shall include the Chairs of all committees provided for in the By-Laws.
Section 6. The Executive Committee consisting of the officers, the past President, and two of the directors chosen by the President and approved by the Board of Directors shall conduct the business of the Corporation between Board Meetings, subject to approval of the Board.
Article II
Duties and Functions of Committees
Section 1. The Membership Committee shall endeavor to bring into the Corporation all who are interested in the primary purposes for which this Corporation is formed as set forth in the Charter.
Section 2. The Publicity Committee shall strive to secure the maximum of publicity covering the activities and objectives of the Corporation. A Newsletter Committee shall be formed under the Publicity Committee to obtain news articles, documents, and dates of meetings, workshops, and events that will be assembled into a newsletter. The newsletter will provide the membership with the current news of the Wekiva River Basin. A Website Committee will also be formed under the Publicity Committee to obtain information about the corporation and to post it on the web site regularly.
Section 3. The Hospitality Committee shall greet members and guests, provide name tags, and provide light refreshments at each general membership meeting.
Section 4. The Finance Committee shall devise means of raising money and prepare a budget for the year. The Finance Committee, with the exception of the Treasurer, will perform an annual audit and report the findings to the Board.
Section 5. The Conservation Committee shall include individuals with specialized training in scientific disciplines related to water quality and both plant and animal life peculiar to the Wekiva River basin. The committee will maintain liaison with Federal, State, and local governmental agencies in matters related to the purposes for which this Corporation was formed. This committee will evaluate rule changes, comprehensive plan amendments, and agency decisions that could effect the integrity of natural resources in the Wekiva Basin.
Section 6. The Community Affairs/Programs Committee shall provide for a Speakers Bureau; sponsor an annual Wekiva River Awareness Day; sponsor and encourage a Wekiva River Clean-Up with community involvement at least annually; and promote an Environmental Education Program designed to protect the Wekiva River basin and to gain community support.
Section 1. Officers and Board of Directors members shall be members in good standing of the FOWR.
Section 2. Officers may serve for two successive two-year terms and except for the secretary and treasurer will not be eligible for re-election for continued successive terms.
Section 3. A Nominating Committee of three or more members shall be appointed by the President not later than February each year, to submit a slate of officers and directors at the April meeting to be voted upon at the regular annual meeting of the Corporation in May. After nominations from the floor, if any, at the annual meeting, the election shall proceed by a show of hands. A majority of the votes cast shall constitute an election. Majority shall constitute at least 51 percent of the votes cast.
Section 4. When there is but one candidate for the office, the election may be dispensed with and the election then proceed by acclamation.
Section 5. Following the election, elected Officers and Board members shall take office immediately.
Section 1. Regular meetings of the Corporation shall be held as determined by the Board of Directors.
Section 2. Regular meetings of the Board of Directors shall be held the first Thursday of the following months: January, February, March, April, June, July, August, September, October and December. Special meetings of the Board may be called by the President or at the written request of five members of the Board.
Section 3. Executive Committee meetings shall be held at the call of the President or upon written request of two members of the Executive Committee.
Section 4. Special meetings of the members may be held at the call of the President or upon written.request of ten members, due notice having been given to the membership.
Section 1. Twenty-Five (25) percent of the general members, or 15 members, whichever is less, shall constitute a quorum for a meeting of the membership, provided there are present two officers of the Corporation.
Section 2. Eight (8) members of the Board of Directors shall constitute a quorum.
Section 3. Four (4) members of the Executive Committee shall constitute a quorum.
Article VI
Fiscal Year
Section 1. The fiscal year of the Corporation shall be from May 1st to April 30th.
Amendment of By-Laws
Section 1. These By-Laws may be amended by a two-thirds (2/3) majority vote of the membership at any general meeting at which a quorum is present. However, notice must be given to the membership at least ten (10) days prior to such meeting that By-Laws changes are to be considered.
Section 2. All revisions, additions, amendments, and/or changes to the By-Laws passed by the membership in accordance with Article VII, Section 1 shall be submitted to the Board for certification as to conformance with the current By-Laws. Such revisions, additions, amendments and/or changes shall apply unless rejected by the Board at their next regular meeting not less than thirty (30) days following submission thereof.
Article VIII
Membership Dues
Section 1. The Board may establish, and amend, a schedule for annual dues at any regular or special meeting of the Board. Any member shall forfeit connection and membership therewith in the event that the person’s dues become three (3) months in arrears.
Article IX
Section 1. The Board of Directors shall establish and publish rules regarding Honorary Memberships, such rules to be maintained by the Secretary of the Corporation.
Certification: We, the duly elected President and Secretary, certify that these By-Laws were amended in keeping with the quorum, notification and By-Laws amendment procedures contained herein.
President Date
Secretary Date
Adopted by a majority vote of the Board of Directors as provided in the Articles of Incorporation.
Date: September 1, 2005