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HomeMy WebLinkAboutarts commission Bylaws - 2010CENTRAL POINT PARKS & RECREATION FOUNDATION, INC. BYLAWS Draft Version 4, 11-7-08 ARTICLE I Purpose and Members PURPOSE The purpose of the Central Point Parks & Recreation Foundation, Inc. (hereinafter, “the Foundation”) is to acquire assets through grants, donations and fund-raising, to be used by the City of Central Point (hereinafter, “the City”) for public park and recreation purposes, downtown and open space beautification within the City of Central Point. MEMBERS The Foundation shall have no member in the legal sense. However, the Foundation may designate participants in the purposes of the Foundation as “members” or by any other title, but said persons shall have the status of rights of legal members. ARTICLE II Board of Directors AUTHORITY The Board of Directors shall manage the business and affairs of the Foundation. QUALIFICATIONS Board members must have demonstrated an interest in parks and recreation and be committed to working in cooperation with representatives of other agencies, as well as the staff, to create a successful foundation. They must have specific experience and/or knowledge to meet a board need (e.g., administration, finance, personnel, program development, evaluation, law, fund-raising, public relations, communications, or community representation.) They must have available time to commit. BOARD MEMBERSHIP There shall be at least five (5) Directors of this Foundation and no more than seven (7), whose positions shall be numbered. No more than three (3) members of the Central Point Parks Commission can be concurrent members of both the Foundation and Park Commission Boards. Commission members that are not appointed to the Foundation Board may however participate on non appointed committees. In addition, the Finance Director or duly appointed Finance staff of the City of Central Point, the Director/ Manager and Recreation Staff of the Parks and Recreation Department of Central Point and City Council Liaison shall serve on the Board as ex officio members without the right to vote. ELECTION & TERM OF OFFICE The Directors shall be appointed by Mayor and City Council at the organizational meeting. Park Commission members that may work on the Board serve terms that run concurrent with their appointments as Park Commissioners. The term of office for the Directors shall be two years. Any vacancy may be filled by City Council appointment. BOARD AUTHORITY TO CREATE COMMITTEES The Board may create standing or ad hoc committees or advisory committees to promote the purposes of the Foundation. Members of these committees need not be members of the Board. Each authorized committee shall include at least one Board member. STANDING COMMITTEES OF THE BOARD The Board shall establish an Executive Committee, comprised of the Officers of the Board. This Executive Committee shall be authorized to make interim decisions required to be made between full Board meetings. Those decisions required to be made by the Executive Committee shall be reviewed at the next scheduled full Board meeting. The Board shall establish a Finance Committee that will include the City Finance Director/ or duly appointed Finance staff member, and of which the Treasurer shall be a member. The Finance Committee shall oversee the disbursement of operating funds, compliance with the Foundation’s budget, and other ongoing financial concerns of the Foundation. Treasurer shall report at each full Board meeting and make funding allocations only after a recommendation to Park Commission and approval of the City Council. Standing Committees established by the Board may include the following: a nominating committee, volunteer committee and event committee. REMOVAL Should a Director demonstrate a cause or conduct inconsistent with the purposes of the Foundation, such cause of conduct shall constitute grounds for a) mediation of the conflict, or b) removal by the Board of Directors. The appropriate step to be taken shall be decided by the Board of Directors. Mediation shall be taken if a majority of Board so agrees. Removal shall not be decided unless two thirds of the Board members present vote to do so, at a meeting of which notice of both the meeting and the issue of removal have been properly sent out in writing to all Directors 14 days before such a meeting. COMPENSATION The Directors shall receive no compensation for their services as such. This provision, however, is not intended to prohibit any payment to a Director for expenses directly and reasonably incurred in connection with attendance at meetings or other necessary business of the Foundation. ANNUAL MEETINGS OF DIRECTORS The Board of Directors shall meet annually for the purpose of organization appointment of Directors, appointment of Officers, and for the transaction of other business. The annual meeting shall be held, at a time and date to be determined by the Directors at least 30 days prior to the meeting date. REGULAR MEETINGS OF DIRECTORS The Board of Directors shall meet from time to time as determined by the Board to conduct the business of the Foundation. In no event shall the Board meet less than once every three months. SPECIAL MEETINGS Special meetings of the Board for any purpose may be called at any time by the Chairman or by any three Directors. As used herein, the term “special meeting” shall include a meeting in which is conducted through the facilities of a telephone conference call where each participant, wherever physically located, is continuously capable of hearing, and being heard by, all others participating in the conference call. Notice of the time and place and nature of such special meeting shall be communicated to each Director personally, by mail or electronic mail sent at least 3 days prior to any such meeting. The transactions of any meeting of the Board however called and noticed and whenever paid, shall be as though it were at a meeting duly held after regular call and notice, if a quorum is present or if either before or after the meeting each Director not present signs a written waiver of notice or a consent to hold such meeting or an approval of the minutes thereof. All waivers, consents or approvals shall be filed with the Foundation record and made a part of the minutes of the meeting. Action of the Board may be taken without a meeting, provided that all of the Directors shall individually or collectively consent in writing to the action. The written consent or consents shall be filed with the minutes of the proceedings of the Board, and the action taken shall have the same force and effect as a unanimous vote of the Directors. QUORUM The greatest of three or one-half of the current Board members shall constitute a quorum. In the absence of a quorum, the Board shall transact no business except as otherwise provided in these by-laws. DECISION MAKING All decisions shall be reached first through the means of developing consensus and then through voting. All decisions shall be made at least a majority vote of those Board members present. LIABILITY No officer, director, staff member or volunteer participant of the Foundation now or hereafter elected shall be personally liable for any indebtedness, liability or obligation of the Foundation, and any and all creditors shall look only to the assets or security of the Foundation for payment, except as provided in OR 65.367. The liability of Directors and of the Found action is further limited by OR 65.369. ARTICLE III Officers APPOINTMENT The Officers of this Foundation shall be a Chairman, Vice-Chairman, Secretary, Treasurer Executive Officer and Associate Executive Officer. When the duties do not conflict, one person, other than the Chairman, may hold more than one of these offices. The Executive Officer shall be the Director/Manager of Parks and Recreation and the Associate Executive Officer shall be Supervisor of Parks and Recreation unless otherwise directed by the City Council. ELECTION The Board shall elect by majority vote, all of the officers of the Foundation from membership. Officers shall remain in office one year. Terms are renewable. VACANCIES A vacancy in any office because of resignation, removal, death, disqualification or otherwise shall be filled by City Council appointment. CHAIRMAN The Chairman shall facilitate or provide for the facilitation of all Board meetings, work with Parks & Recreation Director/Manager/Supervisor in representing the organization to the community. The Chairman shall submit a written “Chairman’s” report to the Board at its annual meeting. The Chairman shall have such other duties as may be prescribed from time to time by the Board. VICE-CHAIRMAN In the absence or disability of the Chairman, the Vice-Chairman shall perform all the duties of the Chairman, and in so acting shall have all the powers of the Chairman. The Vice-Chairman shall have such other powers and perform such other duties as may be prescribed from time to time by the Board. SECRETARY The Secretary shall keep a full and complete record of the proceedings of the Board and the meetings of the Officers, shall keep the seal of the Foundation and affix the same to such papers and instruments as may be required in the regular course of business, shall make service of such notices as may be necessary or proper, shall supervise the keeping of the records of the Foundation, and shall discharge such other duties as may be prescribed from time to time by the Board. TREASURER The City’s Finance Director or duly appointed staff member shall have the customary duties and powers as pertain to the office of Treasurer. As such, the Finance Director or duly appointed staff member shall have charge and custody of all funds. The Finance Director or duly appointed staff member shall submit written reports to the Board at each regular Board meeting which summarizes the financial situation of the Foundation in accord with standard accounting reporting methodology, summarizing those activities and services performed by or for the Foundation. ARTICLE IV Amendment and Dissolution AMENDMENT OF BYLAWS These Bylaws may be amended or repealed or new bylaws adopted by a two-thirds vote for amendment or repeal at a meeting of the Board duly called with at least 14 days prior written notice of proposed changes to the Bylaws. For amendments to the Articles of Incorporation, the same notice shall be given. Changes to Bylaws and Articles of Incorporation shall take effect only upon approval of the changes by the City Council. DISSOLUTION This Foundation may be dissolved by a two-thirds vote of the Board members present for dissolution, at a Board meeting duly called with at least 14 days prior written notice having been sent of both the meeting and the issue of dissolution. Dissolution, if any, shall be conducted in conformance with all provisions of Articles of Incorporation. TYPES OF DISPUTES The Board shall from time to time decide the type of disputes on which to expend the Foundation’s resources, which may or may not be fee generating and which may be either community based or private. SERVICES The Board may from time to time extend or limit services in accordance with the Foundation’s purposes and resources. FISCAL YEAR The Fiscal year of the Foundation shall end on June 30 of each year. EXECUTION OF CHECKS, ETC. Neither the Foundation, the Board, nor any Committee of the Foundation or Board, shall be authorized to make decisions pertaining to the expenditure of Foundation funds except that the Executive Officer, Associate Executive Officer and Treasurer shall have the authority to sign checks and make financial decisions pursuant to an operating budget approved by the Board of Directors. All decisions concerning the making of grants will be made by the Central Point City Council after consideration of recommendations made to the City Council by the Board. The Foundation is a conduit for funds to be obtained for the benefit of the Citizens of the City of Central Point. The Foundation will receive funds, but the City Council will decide how to spend the funds. ___________________________________ Chairman ___________________________________ Vice-Chairman ___________________________________ Secretary ___________________________________ City Administrator ___________________________________ Executive Director