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Friends Of Gamble Rogers State Park By-Laws
FRIENDS OF GAMBLE ROGERS STATE PARK
And North Peninsula State Park
Updated & Approved 12/8/2022
ARTICLE I – NAME, LOCATION AND FISCAL YEAR
Section 1: In this document, “Corporation” shall refer to the “Friends of Gamble Rogers State Park, Inc.” “Board” shall refer to the Board of Directors.
Section 2: The principal office for the transaction of the Corporation’s business and affairs shall be at Gamble Rogers Memorial State Recreation Area at Flagler Beach, located in Flagler County, FL, or at such other location as designated by the Board of Directors.
Section 3: The Corporation’s fiscal year shall end on December 311 of each year.
ARTICLE II – PURPOSE AND OBJECTIVES
The particular business and objectives of the Corporation are as follows:
Section 1: To act as a not-for-profit corporation which will function as a Citizen Support Organization, as such organization is defined and regulated by the Department of Environmental Protection, for that certain Florida State Park, known as Gamble Rogers Memorial State Recreation Area at Flagler Beach, and any and all entities, properties, and areas which now or in the future are managed by or in conjunction with Gamble Rogers Memorial State Recreation Area at Flagler Beach, such as North Peninsula State Park, in order to generate and create additional resources and support for, and in the best interest of, Gamble Rogers Memorial State Recreation Area at Flagler Beach through events and activities, including, but not necessarily limited to the following: work for the preservation, protection, interpretation and promotion of Gamble Rogers Memorial State Recreation Area at Flagler Beach; through special work projects, special programs, special events outreach programs, educational activities and communications, special exhibits, interpretive programs, fund raising activities and events, guided tours and additional activities or events which are designed to meet the needs of the Gamble Rogers Memorial State Recreation Area at Flagler Beach.
Section 2: This corporation is organized exclusively for charitable purposes within the meaning of section 501(c)(3) of the internal revenue code of 1986 including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Section 3: This Corporation shall act as a non-profit corporation under laws of the State of Florida with no view to pecuniary gain or profit to its Members and with no part of the income to be distributable to its Members, Directors, or Officers.
Section 4: This Corporation shall be non-discriminatory, non-partisan, non-sectarian, and shall not sponsor or support any legislative activities, positions, candidates or functions.
Section 5: Generally to do all things and transact all business which any person or individual may lawfully do, not inconsistent with the rights and purposes of a not-for-profit corporation. Provided, however, the Corporation shall not engage in any activities prohibited under Chapter 617, Florida Statutes, including with limitation, those activities expressly prohibited under Section 617.0835.
ARTICLE III – MEMBERSHIP
Section 1 – Members: Members shall consist of any individual or business entity. Members in good standing shall be maintained as long as annual dues or required volunteer service hours are current.
Section 1.1 – Membership Dues. Membership dues shall be set by the Board of Directors and cannot be raised more than 25% per year.
Section 2 – Enrollment. The corporation shall keep an accurate and up-to-date list of Member names and contact information. The Membership database shall be maintained by the Corporation Secretary or other Member deemed responsible for managing the database.
Section 3 – Termination of Membership. Membership in this Corporation shall be terminated in any one of the following manners:
By voluntary written resignation.
By a majority vote of the Board at a meeting of the Board at which a quorum is present. See Article V, Section 6 for Quorum requirements.)
By expulsion for any violation of these By-Laws, or any rules or regulations adopted by this Corporation.
By voluntary or involuntary dissolution of the Member if the Member is a corporation, firm or other business entity.
Upon termination of Membership, all rights, title and interest which a member may have had or acquired in the Corporation shall immediately cease, including, without limitation, the right to vote and otherwise participate in the Corporation. Notwithstanding the foregoing, before any Membership shall cease against a Member’s will, he or she shall be given an opportunity to be heard by the Board, unless absent from Flagler County at the time of termination.
Section 4 – Effect of Termination. Termination of a Member for any reason shall not relieve that Member as to any existing financial obligation owed by that Member to the Corporation.
Section 5 – Corporation and Other Business Entities. Should any Member of the Corporation be a partnership, association or corporation, it shall designate in writing the name of the person authorized to represent it in its relations with the Corporation and may from time to time designate such representative by written notice delivered to the corporation. Each Member of the Corporation shall have but one representative.
Section 6 – Membership Not Transferable. Except as otherwise provided herein, Membership is not transferable.
Section 7 – Reinstatement. Any Member having been terminated (except for not paying dues) and wishing again to become a member may be reinstated at any time after six months from the date of termination, upon receipt of written application for such reinstatement and the advance payment of any dues for the period which such reinstatement becomes effective. Those who owe dues may be reinstated at any time by bringing their dues payments up to date.
Section 8 – Good Standing. No Member shall be considered in good standing if delinquent in any financial obligations to the Corporation.
Section 9 – Rights. No member shall have any vested rights, interest or privilege of, in or to the assets, functions, affairs or franchises with the Corporation, or any right, interest or privilege which may be transferable or inheritable, or which shall continue if Membership ceases, or while not in good standing.
ARTICLE IV – FUND
Section 1 – Money. All money received by the Corporation shall be used and administered for the benefit of, and exclusively for the purposes of, the Friends of Gamble Rogers Memorial State Recreation Area at Flagler Beach.
Section 2: Dues are to be payable annually, in an amount to be established by the Corporation Board. New Members applying for Membership shall submit dues with the Membership application.
ARTICLE V – MANAGEMENT
Section 1 – Directors. The business and property shall be managed by the Officers and Board of Directors of this organization. Initially there will be five (5) Directors. Election of Directors will take place at the Annual Membership Meeting. The Board of Directors, by majority vote, may increase or reduce the number of Directors from time to time. Directors may appoint additional directors to serve in any additional positions created until the next following meeting of the Members, provided, however, at no time shall the Corporation have less than three (3) Directors.
Section 2 – Management of Affairs. The Board of Directors shall manage the affairs of the Corporation, with the authority to engage and discharge employees and agents of Corporation, admit, suspend or expel Members, create and appoint committees and to do everything necessary and desirable to conduct the business of the corporation, in accordance with these By-Laws. The board of Directors shall be empowered to transact any and all business of the Corporation and shall control funds of the organization and shall consider and decide all questions of policy.
Section 3 – Agreements. No Officer, Agent or other person shall have the power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose without Board approval.
Section 4 – Designation of Depositories. The Board shall designate the bank or banks for depository and drawing purposes.
Section 5 – Term. The term of office for the directors of the Corporation shall be as follows: A Director’s term shall continue until the two-year anniversary of the elected date or until such time as a successor is elected and/or until earlier resignation, death or removal. Directors shall alternate election years, based upon the Director’s seat number, as follows:2
Directors shall be elected at an annual meeting or special meeting of the Membership called for such a purpose.
Directors shall be elected by a majority vote of the Members who are present and in good standing at said meeting.
Section 6 – Voting. Each Director shall possess one (1) vote in matters coming before the Board. Directors may vote in person, or by email or mail. A quorum consists of at least 51% of the Board of Directors.
Section 7 – Removal of Directors. Any Director may be removed from office by an absolute majority vote of the Membership present at any meeting of the Membership of the Corporation. Notice of the proposed removal of a Director must be given to such Director prior to the date of the meeting at which such removal is to be voted upon. Such notice of the Director must state the cause for the proposed removal. Any Director may be removed from office after missing three (3) unexcused meetings within the fiscal year. Unexcused meetings shall mean the Director does not notify the President that they will be unable to attend.
Section 8 – Vacancies. Any vacancy occurring on the Board by reason of death, resignation or removal of a Director shall be filled by the remaining Directors. Such appointee shall serve during the unexpired term of the Director whose position has become vacant. The Board of Directors may appoint an interim director to serve until the next Annual Meeting of the Membership.
ARTICLE VI – OFFICERS
Section 1 – Officers. The Officers of the Corporation shall consist of: President, Vice President, Secretary and Treasurer. The Board of Directors shall elect officers from Members of the Board of Directors. Directors may be bonded as the need arises in the course/conduct of business of the FROGRS.5
Section 2 – Vacancies. Any vacancy occurring in any office shall be filled by the Board.
Section 3 – Election. Election of Officers shall take place at the first meeting of the Board of Directors after the Annual Membership Meeting. Newly-elected Officers will take office at the end of said meeting. Officers shall serve for a period of one (1) year, or until such time as a successor is elected.
Section 4 – President. The President shall be Chairman of the Board and, as such, shall be the Executive Officer of the Corporation. The President shall preside over all meetings of the Board, and general meetings. He or she shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board are carried into effect and shall fix the time and place of all meetings. The President will appoint chairpersons to supervise all standing committees and shall be ex-officio of all standing committees, except the Nominating Committee.
Section 5 – Vice President. The Vice President shall serve as Second Officer for the Corporation and will succeed to the office of President when the incumbent permanently vacates that office. The Vice President shall oversee assigned project committees and outreach activities and assist the President in the discharge of his/her duties as required. He/she shall preside in all meetings and perform the duties of President in the absence or disability of the President or in the event said office becomes vacant for any reason.
Section 6 – Secretary. The Secretary shall keep minutes of all meetings, attend to all correspondence, file all papers for reference, and also give all notices required by statutes, By-Laws or resolution.
Section 7 – Treasurer. The Treasurer shall have charge of all funds of the Corporation, shall deposit funds in such a manner as directed by the Board. Treasurer shall pay bills and give receipts for their payments. Treasurer shall pay by check and/or credit/debit card bills authorized by the Board and shall receive and file vouchers for such payment. The checkbook shall be kept at a central location to be designated by the Board of Directors. Treasurer’s account and voucher shall always be open to the Board and Members of the Corporation. A financial report shall be given at each Board and General Meeting. Treasurer’s books shall be audited annually as required by State law and DEP guidelines. If a budget is needed, the Treasurer shall be Chairman of the Budget Committee, which shall prepare a tentative budget to be presented to the Board for approval. Operating expenditures must follow the FROGRS Financial Policies document. All disbursement checks shall require the signature of one of the authorized Board Directors.
ARTICLE VII – COMMITTEES
Section 1: Standing Committees shall be initiated by the President to facilitate the operation of the various functions of the Corporation. A Member will be appointed Chairperson and will supervise and coordinate all activities of the committee to which he/she is appointed.
Membership Committee shall answer all requests for information regarding Membership in the Corporation, shall mail dues notices to all current Members when due, shall forward all Membership dues received to the Treasurer for deposit into the appropriate account, shall maintain a listing of all Members including their Membership category, standing, and maintain a mailing list of all Members.
Fundraising Committee shall work to generate additional resources by sponsoring fundraising activities and events, applying for appropriate grant money and assisting the Membership Committee in generating Membership growth.
Nominations for Board Members shall be sent to the voting Membership one (1) month prior to the Annual Meeting.
Section 2 – Ad Hoc Committees. Ad Hoc Committees shall be initiated by the President to facilitate the operation of the various functions of the Corporation. New committees will be appointed by the President as the need arises.
ARTICLE VIII – MEETING AND MEMBERS
Section 1 – Annual Meeting. The Annual Meeting of the Corporation shall be held each year at a date/time/place to be designated by the Board of Directors.
Section 2 – Other Meetings. Other meetings shall be held when necessary to conduct the business of the Corporation. The President shall set times and dates for Board and General Membership Meetings.
Section 3 – Quorum. A quorum for the transaction of business at a Meeting of Members shall consist of all Members in good standing who are present at such meeting.
Section 4 – Voting. A vote of a majority of the votes cast by the Members in good standing or by absentee ballot present at a meeting shall be necessary for the adoption of any matter voted upon by the Members. Absentee ballots may be sent in by email or mail. Each Member in good standing shall be entitled to one (1) vote.
Section 5 – Corporate Members. Should any Member of the Corporation be a partnership, association or corporation, it shall designate in writing the name of the person authorized to represent it in its relations with the Corporation and may from time to time designate such representative by written notice delivered to the Corporation. Each Member of the Corporation shall have but one (1) representative.
Section 6 – Order of Business. The order of business of all meetings of the Corporation shall be as follows:
Determination of a quorum as set forth in Article VIII, Section 3
Approval of minutes of previous meeting
Presentation and consideration of reports of Officers, Directors and standing Committees
ARTICLE IX – NOTICES
Section 1 – Notice. All notices required by law or by present or future rules and regulation of the Corporation given to any Member or Officer of the Corporation shall be given:
By delivery of the notice to the Member or Officer personally, or by telephone, or
By US mail delivery addressed to the Member or Officer at his or her address as it appears on the records of the Corporation; with postage thereon prepaid, or
By email delivery on behalf of the Secretary or President. Using electronic means, primarily email, the relevant email will be sent to all Members and replies by all Members will go to all Members. The email will have a response deadline and time, requiring any response by that time. Participation by such means shall constitute presence in person at a meeting.
A statement signed by the Secretary to the effect that such notice has been given in one of the above-mentioned forms shall be sufficient evidence of the delivery of said notice.
Section 2 – Waiver of Notice. Whenever any notice is required to be given under law or under the provisions of the Articles of Incorporation or these By-Laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE X – PROXIES
Members may vote by proxy.6
ARTICLE XI – AMENDMENTS
These By-Laws may be repealed, amended or altered, or new By-Laws may be adopted by a majority vote at a meeting of the Membership upon twenty-one (21) days’ notice of the proposed amendments.
ARTICLE XII – INTERPRETATION OF BY-LAWS
Section 1 – Construction. In case of any doubt or difference of opinion in the construction of these By-Laws, it shall be the duty of the Corporation Board to determine the construction thereof and its decision, subject to the applicable law, shall be final.
Section 2: The Members shall be bound by and conform to all of these By-Laws, as they exist at the time of their joining the corporation, or as they may thereafter be changed or amended.
ARTICLE XIII – DISSOLUTION
Dissolution of the Corporation may be accomplished as provided in Section 617.1402, Florida Statutes, or succession.
ARTICLE XIV – PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert’s Rules of Order as revised shall govern the Board of Directors, Officers, and Chairpersons of various committees and the Members in all cases of the Corporation in addition to any laws of the State of Florida.
Changed from July 31 by directive of the State of Florida, effective in 2015.
Board construction to By-Laws: because Director terms are for two years and Officers are elected annually, board seats are to be identified by number only. Names of incumbent Directors will be kept by Secretary.
Seat 6 added by majority vote of the BOD, pursuant to Article V §1 of the By-Laws.
Seats 7, 8 and 9 added by majority vote of the BOD, pursuant to Article V §1 of the By-Laws. Seats 8 and 9 added in 2018. By-Laws corrected in 2022 to reflect nine total seats.
Board construction to original By-Laws: Directors may be bonded as the need arises in the course/conduct of business of the FROGRS.
By-Law amendment adopted at Annual Meeting June 2013.