Bylaws of the Friends of Claytor Lake, Inc.
As amended, November 10th, 2016
Article I – Name, Mission, and Purposes
Section 1: Name
This 501c3 non-profit organization, incorporated in the State of Virginia as Friends of Claytor Lake, Inc., is also Known as Friends of Claytor Lake and as the acronym FOCL (hereinafter, “FOCL”).
Section 2: Mission Statement
The FOCL mission shall be stated as follows:
The Friends of Claytor Lake is an organization dedicated to conserving and protecting the quality,
sustainability, and tranquility of the environment of Claytor Lake for all.
Section 3: Purposes
FOCL is organized generally for charitable, educational, and scientific purposes related to the Friends of Claytor Lake Mission Statement, and specifically:
A. To consider and review issues concerning the environment of Claytor Lake, its water, the surrounding land, and its tributaries;
B. To be an avenue for discussion of public concerns regarding issues related to FOCL’s general and specific purposes;
C. To promote public awareness through education regarding issues related to FOCL’s general and specific purposes;
D. To provide normal and emergency clean-up efforts needed to maintain the quality, sustainability, and tranquility of the Claytor Lake environment.
E. To work directly with the Pulaski County Administration, any applicable federal or state agencies, and other organizations and institutions to implement FOCL’s general and specific purposes.
Article II – Membership
Section 1: Requirements for Membership
A. Any person who voluntarily expresses a genuine interest in FOCL’s mission and who desires to promote the purposes of FOCL may become a member by paying minimum annual dues of fifty dollars ($50.00).
B. Members must comply with FOCL’s Articles of Incorporation, these Bylaws and their amendments or additions, and all rules and polices established and mandated by FOCL’s Board of Directors.
Section 2: Honorary Membership Status
Members may achieve a higher honorary membership status in FOCL by making additional contributions graduated in the amounts as follows:
Amount Contributed, $ Membership Level
50.00 to 124.00 Crew
125.00 to 274.00 Ensign
275.00 to 524.00 Lieutenant
525.00 to 999.00 Commander
1,000.00 to 4,999.00 Captain
5,000.00 or more Admiral
As authorized by vote of the Board of Directors, the value of certain in-kind services may be counted as Membership contributions.
Section 3: Privileges
Members shall have such privileges as may be allowed by these Bylaws or as may be enabled by action or resolution of the Board of Directors.
Section 4: Property Rights
No member shall have or acquire any property rights or assets of FOCL, not even by reason of dissolution of the FOCL corporation or liquidation of its assets. In the event of and upon dissolution of the FOCL organization, assets shall be distributed pursuant to section 501(c)(3) of the Internal Revenue Code for one or more exempt purposes, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government for a public purpose. Any such assets not so disposed of shall be disposed of by order of the Pulaski County Circuit Court exclusively for such purposes or to such organizations as said Court shall determine are for a public purpose.
Section 5: Termination of Membership
Any FOCL member who fails to comply with the Articles of Incorporation, these Bylaws or any other properly promulgated rule of FOCL, or for other good cause, may be expelled from Membership by a vote of two thirds (2/3) of the Directors present and voting by secret ballot at either a special or regularly scheduled Board of Directors meeting. If such member be a member of the Board of Directors, that person shall not be entitled to vote or be counted as a Director in the determination of the two-thirds (2/3) vote. No vote to expel may be taken until the subject member and the Board of Directors have been notified in writing, at least ten (10) days prior to the vote, of the alleged cause for expulsion. The member in question shall be permitted to present a defense against the allegation at said Board meeting and before the Directors vote to expel.
Article III – Annual Meeting
The Board of Directors shall hold an Annual Meeting for all FOCL members and guests to attend. The Executive Director shall ensure that notice by mail or email is given to all FOCL members and Directors at least thirty (30) days in advance of the Annual Meeting.
Article IV – Board of Directors
Section 1: Procedural Purpose, Election, and Number
FOCL shall be overseen and directed by a Board of Directors (hereinafter, “the Board”) elected by a majority of the FOCL members present at the Annual Meeting. Directors shall serve for three (3) year terms or until their successors shall have been elected. The Board will consist of not more than thirty (30) members including the officers of FOCL, and depending on the current Directors completion of three year terms approximately one-third of the Directors shall be replaced or reappointed by election each year. The newly elected or reelected Directors will take office immediately following the Annual Meeting.
Section 2: Qualifications
- Directors must be members or invited partners of FOCL. Members must be in good standing, pay annual dues, remain active in FOCL meetings, committees, and activities, adhere to the FOCL Code of Ethics, follow these Bylaws, and to the best of their ability always strive to ensure continued FOCL success, implement Board objectives, and fulfill FOCL’s Mission and purposes.
- Partners are non-paying members of the Board, serving indefinite terms, who represent local, state, and federal agencies and/or organizations who are invited due to their involvement with Claytor Lake.
Section 3: Election of Board Member Procedure
The open period for nominations to the Board will be two (2) months prior to the Annual Meeting. A nominating committee will be appointed two (2) months prior to the Annual Meeting for the purpose of putting forth a slate of individuals to be voted on by the FOCL membership during the Annual meeting. Voting could be conducted by verbal communication, show of hands and/or ballot vote.
Section 4: Powers
The Board shall have the power to do all things necessary to carry out the Mission, purposes, and objectives of FOCL and may appoint such agents, committees and representatives as the Directors collectively under these Bylaws determine to be in FOCL’s best interest.
Section 5: Vacancies and Addition of New Board Members
Board vacancies may be filled or new Board members added by a majority vote of the Board members present at a regular or special meeting properly called for the purpose of filling any such vacancies. However, Board members so elected shall serve only until the next Annual Meeting, unless reelected by a majority of the FOCL members present at the Annual Meeting.
Section 6: Board Term Limits
A. A Board Member shall hold their seat on the Board for no more than two (2) consecutive 3-year terms and then will be required to vacate their seat for a minimum of one year, after which they may seek re-election to the Board.
B. Officers are exempt from Board Term Limits
Section 7: Expulsion
Any member of the Board who fails to comply with the Articles of Incorporation, these Bylaws, the FOCL Code of Ethics, or any other properly promulgated rule of FOCL, or for other good cause shown, may be expelled from the Board by a vote of two thirds (2/3) of the Directors present and voting by secret ballot at either a special or regular Board meeting, or by a vote of two thirds (2/3) of the members present at a special or regular Membership meeting voting by secret ballot. The Director in question shall not be entitled to vote or be counted as a Director in the determination of the two thirds (2/3) vote. No vote to expel may be taken until the subject member and the Board have been notified in writing, at least ten (10) days prior to the vote, of the alleged cause(s) for expulsion. The Director in question shall be provided opportunity to be heard and to present a defense against said cause(s) before any vote by the Board or the members at large.
Section 8: Meetings
A. Meetings of the Board shall be held at least semiannually at such time and place as the majority of the Directors may from time to time determine. One such meeting shall be the Annual Meeting of the Membership.
B. Special meetings of the Board may be held at the call of the President or by a majority of the Directors on the Board.
C. Notice of any and all meetings shall be given to the Directors at least twenty-four (24) hours before the date of any meeting. At least one third (1/3) of the total number of Directors holding the office of Director must be present to constitute a quorum for the transaction of business, and decisions about any question before the Board shall require a majority vote of the members present at the meeting, unless otherwise indicated in these Bylaws.
Article V – Officers, Vacancies, and Eligibilities
Section 1: Appointment of Officers
The Board shall appoint a President, Vice President, Secretary, and Treasurer at the first meeting of the Board following the Annual Meeting of the Membership typically held each year in June or July. In the event that an officer resigns or is removed from office, the Board shall appoint a replacement officer at the next regularly scheduled meeting, or if otherwise deemed urgent by the Board or the President a special meeting may be called to implement appointment of the replacement officer. The Board may also appoint a President Elect who would assist the President during his or her time in office and who would then succeed to President.
Section 2: Duties of Officers
1. The President shall act as the Chief Executive Officer and Chairman of the Board of Directors, preside over all FOCL Board and Membership meetings, and direct all official FOCL business in compliance with federal and state laws, directives from the Board, and these Bylaws.
2. The President shall be an ex-officio member of all committees, except the Nomination Committee, and shall appoint all committee chairpersons.
3. The President may call a special meeting upon proper notice from Directors or members or on his or her own volition.
4. The President shall have the authority to direct the Treasurer and/or the Executive Director to make expenditures of FOCL’s corporate funds in amounts up to, but not greater than, one thousand dollars ($1,000.00) per incident.
B. Vice President
The Vice President shall assist the President and shall preside at meetings held in the President’s absence. In the event that the President is unable to fulfill the duties of office, the Vice President shall act as the President until a new President is appointed by the Board of Directors. The Vice President shall also perform such other activities as may be directed by the President or the Board.
The Secretary shall take and/or record the minutes of all Board meetings and forward a written copy of them to the Executive Director for distribution to the Board prior to the next regularly scheduled Board meeting.
The Treasurer shall be responsible to oversee all FOCL corporate funds and interact with the Executive Director and FOCL’s Certified Public Accountant (CPA) as necessary to handle all FOCL financial and accounting activities and obligations. All funds shall be deposited in the name of the FOCL corporation in local, federally insured banking institutions. The Treasurer shall also carry out any other financial activities directed by the President or the Board.
Section 3: Terms of Office
The term of office for each officer shall be two years beginning on the first day of August, following the July meeting, and ending on the last day of July in the second year of office or until a duly appointed successor assumes office. Officers may serve successive terms, and are exempt from Board member term limits.
Section 4: Resignation, Removal, and Vacancies
A. Resignation: An officer may resign from the Board by submitting written notice to the Secretary or by announcement at a Board meeting. Upon receipt of such resignation, the Board shall appoint a replacement officer as indicated in Article V, Section 1 in these Bylaws. Said replacement officer shall take office immediately upon appointment.
B. Removal from office: An officer may be removed from office for cause by a two thirds (2/3) vote of the Board. Any officer whose removal is sought shall not be included as a member of the Board for the purpose of determining said officer’s removal, and therefore, shall not be allowed to vote to determine the removal.
C. Vacancies: The Board shall fill any vacancies occurring in any office.
Section 5: Eligibility for Holding Office
To be eligible to hold office, a member must meet the qualifications set forth for Membership as described in Article II, Section 1, and have shown an active interest in all FOCL functions.
Article VI – Duties of the Board of Directors
Section 1: Management of FOCL Business
A. The Board shall have general supervision and control of the business affairs and activities of FOCL and shall make all necessary rules and regulations consistent with federal and state laws and these Bylaws for the management and guidance of the officers, employees, agents and members of FOCL.
B. In the event that the Board, upon a two thirds (2/3) majority vote of concurrence by the Membership, deems it necessary to obtain a loan for any legitimate FOCL purpose, the Board shall oversee and direct negotiations for such a loan and any concomitant pledge(s) or encumbrance(s) of FOCL assets for the security of said loan, and the execution of any notes, deeds of trust, and any and all other instruments necessary for obtaining said loan.
Section 2: Financial matters
The Board shall have the power to select a bank as the depository for all FOCL funds. The Board may determine the manner of receiving, depositing, and disbursing the FOCL funds, the form of checks, and the person or persons to whom shall be delegated the authority for signing checks. Unless otherwise determined by the Board, the Treasurer or the Executive Director shall sign all checks. The President and the Treasurer shall sign all other notes or other financial and legal documents of FOCL upon authority granted by the Board. The Board shall cause an annual statement to be prepared and submitted to the Membership as part of the annual report presented at the Annual Meeting of the Membership.
Section 3: Accounting System
The Board shall implement and have maintained an adequate accounting system to meet FOCL’s nonprofit corporation 501c3 requirements, and further, it shall be the duty of the Board to require the keeping of proper records of all deposits, disbursements, and related receipts.
Section 4: Fiscal Year
FOCL’s fiscal year shall be the calendar year starting on the first day of January and ending on the thirty-first day of December of each year.
Section 5: Audit
The Board shall direct the Treasurer and Executive Director together to search for and, upon approval by the Board, to hire an independent CPA firm to provide a method for auditing and reviewing FOCL’s books and records and to make an appropriate and complete report thereof.
Section 6: Open Books
The Board shall keep a complete and detailed record as a set of books of any and all FOCL proceedings, including committee meetings, Board meetings, and all meetings of the FOCL Membership and such record or books shall be open to all FOCL members.
Article VII – Committees
Section 1: Standing Committees
A. FOCL shall have five standing committees, specifically named Financial Resources, Events, Organizational Development, Environmental Resources Enhancement, and Membership.
1. Directors and FOCL Members may volunteer to join and work in the committee of their choice.
2. Committee members by majority vote shall elect a committee chairman to run any given committee.
3. Committee chairman shall serve a two year term at the end of which the committee members by majority vote may reelect the sitting chairman or elect a new chairman.
4. Committee chairmen are not required to be Board members to serve as chairman.
5. Committee members at their own discretion by majority vote may replace their committee chairman at anytime depending upon vacancy or for good cause shown.
B. Financial Resources Committee
1. The Financial Resources Committee shall consist of the Treasurer, the Executive Director, and other members as appointed by the President, and shall:
A. Have the authority to recommend allocation of funds and prepare the annual budget;
B. Utilize existing skills of Board members and the Membership in general to identify sources of and secure additional funding, e.g., writing of grant applications;
C. Identify and take advantage of reliable sources of funding;
D. Work with contributing partners to allocate funds received for designated funding accounts;
E. Develop mechanisms that provide an analysis of the value received for funds contributed to FOCL; and
F. Strive to increase financial support and resources for FOCL.
2. Claytor Lake Legacy Fund
- The Claytor Lake Legacy Fund is an established fund that can provide operational funding for the foreseeable future should local and/or private funding not be sufficient to meet the organization’s needs.
- In times of financial shortages and/or critical organizational needs, funds from the Legacy fund may be withdrawn, when recommended by the Finance Committee to the Board of Directors, and approved by a 3 quarters (3/4) vote of a quorum of the Board.
- The Legacy Fund will be the responsibility of and administered by the Financial Resources Committee. Annual appropriations to the Legacy Fund will be recommended by the Finance Committee base upon a review of the prior year’s revenue and expenditures. No set amount or percentage of funds shall be determined unless the Committee deems that a balance surplus exists.
- Individual, corporate, and private foundation gifts will be encouraged and solicited by the Board. Appropriate recognition and acknowledgement will be given to those providing resources to the Legacy Fund.
- Earnings from the fund will be reinvested into the Legacy Fund.
C. Events Committee
The Events Committee shall consist of Directors, FOCL Members, and volunteers organized and dedicated to:
1. Organize FOCL events and activities that increase public awareness about FOCL and lake issues, and promote fundraising and donations toward the accomplishment of FOCL’s mission and goals;
2. Work with Vendors and Sponsors on event and activity logistics and funding;
3. Work with fellow FOCL committees and Board of Directors to facilitate awareness and promote volunteering from Directors, FOCL donors, and/or other civic groups;
4. Organize and provide information of planning for publicity purposes to Executive Director.
D. Organizational Development Committee
The Organizational Development Committee shall consist of Directors, FOCL Members, and volunteers organized and dedicated to:
1. Develop a committee structure to accomplish the work of the Board;
2. Develop and implement strategies to increase stakeholder involvement in FOCL; and
3. Develop strategies to address the challenge of getting more dedicated and active Board members.
E. Environmental Resources Enhancement Committee
The Environmental Resources Enhancement Committee shall consist of Directors, FOCL Members, and volunteers organized and dedicated to:
1. Provide leadership in enhancing, preserving, and protecting Claytor Lake’s environmental resources;
2. Manage debris removal and lake clean-up as resources allow;
3. Keep track of lake water quality;
4. Track the status of fishery resources at the lake;
5. Monitor recreational uses and their impacts on the lake;
6. Monitor development around the lake;
7. Monitor the status of invasive species in and around the lake;
8. Track and determine air quality over and around the lake;
9. Promote and solicit opportunities for obtaining conservation easements and green space around the lake; and
10. Educate the public about shoreline management and erosion prevention.
F. Membership Committee
The Membership Committee shall consist of the Executive Director, Directors, FOCL Members, and volunteers organized and dedicated to:
1. Develop and implement strategies to maximize membership;
2. Evaluate and establish feasible annual membership goals;
3. Develop and implement a corporate giving program; and
4. Periodically evaluate membership structures.
Section 2: Special Committees
A. Executive Committee
The Executive Committee shall consist of FOCL’s elected officers (i.e., President, Vice President, Secretary, and Treasurer) and Standing Committee Chairmen, and shall:
1. Teleconference or meet from time to time as necessary to address and take action on urgent issues and emergency situations requiring immediate attention for which calling a special full Board meeting is impractical;
2. Have a quorum of five committee members chaired by the President in a teleconference or at a meeting to decide by majority vote any actions to be taken for a given urgent issue or emergency situation;
3. At the next regularly scheduled Board meeting, report back to the Board all issues addressed or actions taken by this committee;
4. Not implement or take any actions against nor make any changes to FOCL policies, bylaws, or procedures;
5. Address and take action only on urgent issues and emergency situations including, but not limited to, paid personnel matters, Code of Ethics situations, 501c3 requirements, and any emergency life and death or legal matters requiring immediate attention; and
6. Incur expenditures up to, but no more than, five thousand dollars ($5,000.00) per incident as necessary for urgent and emergency situations.
B. Nominating Committee
1. The Nominating Committee shall be comprised of three (3) Directors, to be selected annually by the President and approved by majority vote of the Board at the March monthly meeting, who shall nominate a slate of candidates for election to the Board of Directors to fill any current or imminent Board vacancies.
2. The Nominating Committee Chairman shall present the slate of candidates to the Board for review, evaluation, and vetting in closed session at the May monthly meeting and for subsequent approval by majority vote of the Board in open session.
3. The Nominating Committee Chairman shall present the Board approved candidates to attendees at the Annual Meeting of the Membership for election to the Board by majority vote of said attendees.
C. Other Committees
The President, from time to time as the need arises, may name and appoint a special ad hoc committee that upon approval by majority vote of the Board may handle on a temporary basis any issues, situations, or activities not otherwise handled by any other standing or special committee.
Article VIII – Rules of Order
A. The rules contained in the latest edition of Robert’s Rules of Order shall be used as general guidelines to govern all FOCL meetings as applicable and so long as they remain consistent with these Bylaws and any special rules promulgated by the Board.
B. Voting by email shall be allowed and utilized only when the issue(s) to be voted on has (have) been presented and discussed at a Board meeting, after which only final approval remains to be voted on after further consideration by the Board members who were present at the meeting, and such email voting shall only be permitted by those members who were present at the meeting.
Article IX – Amendments of Bylaws
Section 1: Amendment Procedure
A member may present in writing to a Director any proposed revision of, addition to, or deletion from the Bylaws. The proposed amendment must then be presented in writing to the Board at a Board meeting for review and consideration by the Board, after which at the next regularly scheduled Board meeting, the proposed amendment shall be voted on by the Board. A majority vote of the Board members present at said meeting shall be required for passage of the proposed amendment.
Section 2: Documenting Amendments
Any approved changes to the Bylaws shall be recorded by the Executive Director who shall issue true copies of amended Bylaws to the officers, directors, and members, and file and maintain all previous versions of these Bylaws.
Article X – The Executive Director
Section 1: Employee
FOCL may hire an employee to serve as Executive Director of FOCL, and such employee may be delegated such lawful tasks and assignments as deemed appropriate by the Board including, but not limited to, certain duties assigned to officers by these Bylaws.
Section 2: Part-time Position
Unless otherwise directed by the Board and amended herein, the Executive Director position shall remain a permanent part-time position consisting of thirty (30) hours per week.
Section 3: Reporting and Duties
A. The Executive Director shall report to the Board and work with the President, the Treasurer, and the FOCL CPA (Certified Public Accountant) to fulfill the duties and obligations indicated here below in part B, Duties.
1. Work with the President, the Treasurer, and the FOCL CPA to maintain and account for all FOCL financial transactions;
2. Develop and maintain the FOCL Policy and Procedures Manual;
3. Maintain and update the Membership roll;
4. Manage FOCL day to day business activities and keep officers and Board members informed as necessary and appropriate;
5. Maintain FOCL voice mail and email accounts and direct messages as necessary and appropriate to the Board, FOCL officers, and the FOCL Membership;
6. Organize, track, and record in-kind services performed by members and volunteers;
7. Maintain the FOCL calendar, organize and coordinate meetings and events, and send out committee notices and communications as requested;
8. Attend committee meetings and assist with committee events as requested;
9. Prepare meeting agendas and email same to Board members;
10. Assist the Clean-up Supervisor in preparing clean-up reports;
11. Prepare and coordinate publication of newspaper articles and press releases as necessary and appropriate;
12. Coordinate with Facebook and E-news managers to disseminate information about FOCL, FOCL meetings, and FOCL activities;
13. Represent FOCL at local and state events and fairs as requested and appropriate;
14. Assure compliance with federal and state requirements for a 501(c)3 nonprofit corporation;
15. Always strive to ensure continued FOCL success, Board objectives, and fulfillment of FOCL’s Mission and purposes;
16. Coordinate and provide dinner for all Board meetings as requested; and
17. Implement tasks and follow directives from the Board, FOCL officers, and the FOCL CPA as necessary and appropriate.