BY-LAWS
Current BY-LAWS
BY-LAWS OF THE FRIENDS OF MAGEE MARSH ASSOCIATION, INC.
ARTICLE I. Name
The name of this organization shall be The Friends of Magee Marsh Association, Inc. Membersof this organization shall be referred to as Friends.
ARTICLE II. Purposes
Section 1. The purpose of this organization shall be to support the mission, goals and objectives of Magee Marsh Wildlife Area, herein referred to as MageeMarsh, to promote public awareness of and advocate for Magee Marsh and to support and promote educational opportunities for the public, especially young people, to learn about the importance of wildlife and natural areas.
Section 2. This organization does not contemplate pecuniary gain or profit to its donors. No part of the income or monies of this organization shall inure to the benefit of any donor, and no part shall be expended for any purpose which woud jeopardize the tax-exempt status of The Friends of Magee Marsh Association, Inc.
Section 3. The profits, donations and bequests incurred by the Friends of Magee Marsh will be used to benefit Magee Marsh Wildlife Area, the Sportsman's Migratory Bird Center, and for education programs and enhancement of natural areas that support the uniqueness of Magee Marsh.
ARTICLE III. Location
The legal office of the Friends of Magee Marsh shall be at Magee Marsh Wildlife Area, located in Ottawa County, Ohio.
ARTICLE IV. Membership
Section 1. Any individual, organization, business, or corporation interested in the purposes of this organization may become a Friend upon annual donation of prescribed contribution to the Friends of Magee Marsh. The amount of dues and provision for life membership shall be set by the Board of Trustees.
Section 2. Classes of membership are as follows: Individual, Family, Student/Senior, Life, Corporate, and Donor. Inaddition, the Board of Trustees may from time to time elect continuing Honorary members.
Section 3. The membership year shall commence on January1st. Membership dues shall be set by the Board of Trustees. Membership shall be effective on receipt of a membership application and payment of dues. Renewal of membership shall be by payment of dues.
Section 4. Only members in good standing shall be eligible to participate in business meetings, or serve in any of the corporation’s elective or appointed positions. Members in defaut of dues payment for more than three months shall be dropped from the rolls.
Section 5. Individual, Student/Senior, Life, Corporate, and Donor members shall each be entitled to one vote. For a Family, each adut member shall be allowed one vote.
ARTICLE V. Privileges
Section 1. Anannual newsletter including activities, gifts attained, names of Friends, and a financial statement, shall be sent to each Friend. Other publications shall also be sent to Friends at the discretion of the Board of Trustees.
Section 2. Friends will be invited to an annual meeting where officia lbusiness will be discussed and annual elections will be held.
ARTICLE VI. Officers
Section 1. The officers of the organization shall be President, Vice-President, Secretary, and Treasurer and shall be elected for a 2-year term every even year.
Section 2. No member shall hold more than one office at a time or serve more than two terms in one office.
Section 3. The Vice-President shall succeed the President in the event a vacancy occurs. Vacancies occurring in the other officer positions shall be filled through appointment by the Board of Trustees. Such appointees shall serve until the following annual meeting.
Section 4. The officers shall perform the duties prescribed for them in Article IX and in the parliamentary authority adopted by this organization.
ARTICLE VII. Board of Trustees
Section 1. The Board of Trustees shall be composed of the officers, the immediate Past-President and three elected members. These members will be elected for a 2-year term every odd year.
Section 2. The Board of Trustees shall manage the affairs of the organization between annual meetings and direct the use of general funds and special gifts in accordance with the terms of the gift and purposes of this organization.
Section 3. The Board of Trustees shall hold at least two meetings a year, one before the annual meeting to draw plans and one immediately following the annual meeting.
Section 4. The Board of Trustees shall meet on call of the President or by the request of a simple majority of the members of the Board of Trustees. A simple majority of voting members of the Board of Trustees shall constitute a quorum.
Section 5. The Board of Trustees shall fill, by appointment and for the unexpired term, any vacancy occurring on the Board of Trustees.
ARTICLE VIII. Committees
Section 1. The organization shall have the following standing committees: 1) Membership 2) Public Relations 3) Financial 4) Nominating 5) Development.
Section 2. The chairpersons and members of standing committees, except as otherwise provided herein, shall be appointed by the President with the advice of the Board of Trustees.
Section 3. Ad hoc committees may be named and their chairpersons appointed by the President.
ARTICLE IX. Duties of Officers
Section 1. The President shall preside at the annual meeting and at board meetings, prepare an agenda for the annual meeting, prepare anannual report of the organization, appoint chairpersons of standing committees except those chaired by other officers and the Past President, serve as an exofficio member of all standing committees, except the Nominating Committee, and shall keep the Division of Wildlife fuly informed of all activities of the Friends of Magee Marsh.
Section 2. The Vice-President shall serve in the absence of the President and shall chair the Membership Committee.
Section 3. The Secretary shall keep minutes of all reguar, special ,and annual meetings of the Board of Trustees, and the organization, shall be custodian of all official records of the organization, and such other duties as the Board of Trustees may delegate. He/She will mail thank-you notices to all new members and donors upon receipt of receipt of contributions.
Section 4. The Treasurer shall keep a record of all donations to the Friends, shall be a member of the Financial Committee, and shall be custodian of all funds and securities belonging to the organization and shall disburse, orotherwise deal with the same as shall be ordered by the Board of Trustees. The Treasurer will maintain accurate financial account and keep the same available for examination by the Board of Trustees and the Financial Committee; and he/she shall perform other duties the Board may require. Upon the expiration of his/her term of office, he/she will turn over to their successor or to the Board, all money and other property of the organization into their hands.
Section 5. The Past-President shall serve as an advisor to the Board of Trustees and shall chair the Nominating Committee.
Section 6. All officers shall perform other such duties as the Board of Trustees shall deem appropriate.
ARTICLE X. Duties of Committees
Section 1. Membership Committee It shall be the duty of this committee to maintain an accurate listing of the names and addresses of Friends and shall provide other committees with addresses upon request. This committee shall coordinate an annual membership campaign and send out annual dues notices.
Section 2. Public Relations Committee It shall be the responsibility of this committee to communicate the purpose and accomplishments of the Friends of Magee Marsh, and to interest the public in the Friends of Magee Marsh.
Section 3. Financial Committee This committee annually shall prepare a budget for the ensuing year and shall submit the same to the Board of Trustees for consideration and approval. The chair of this committee shall be theTreasurer. The committee, other than the Treasurer,shall annually audit the organization’s financial records or cause the same to be audited.
Section 4. Nominating Committee It shall be the responsibility of this committee to nominate all officers and members of the Board of Trustees for election. Any Friend may send suggestions for nominations for officers and board members to the chairperson. The chairperson shall present nominations to the Board of Trustees for review and approval. No Friend shall be placed on the ballot without prior consutation about his or her willingness to serve.
Section 5. Development Committee It shall be the responsibility of this committee to organize and conduct development activities for gift shop sales, promotions, donations, and other fundraising activities. This committee will recommend to the Board items for sale for the gift shop, which may include members consignment items. The Board will make the final decision regarding items for sale.
Section 6. AdHoc Committee The Board shall describe the duties of special committee members as needed. There will be a special committee to review the By-Laws every two years and make recommendations for changes to the Board of Trustees.
Section 7. All chairpersons shall be members in good standing, shall make the recommendations to the President concerning the membership of their committees, shall be expected to present reports at each meeting of the Board of Trustees, shall give a report at the annual meeting or any other assembly of the entire membership, shall provide the President with copies of all reports and minutes, shall keep the President fuly informed about the committee activities on behalf of the Friends of Magee Marsh, and shall perform other such duties as the Board of Trustees shall deem necessary and appropriate.
ARTICLE XI. Meetings
Section 1. The annual meeting of the Friends of Magee Marsh shall be held in November. Notice of the annual meeting will be given to all members at least twenty days in advance of a meeting.
Section 2. Reguar meetings of the general membership will be held as often as the Board decides is necessary.
Section 3. A simple majority of the Board shall constitute a quorum.
Section 4. Notice of a reguar meeting shall be given to all members at least twenty days in advance of a meeting.
ARTICLE XII. Election of Board of Trustees
Section 1. The officers and the members of the Board of Trustees shall be elected at the annual meeting and shall serve without compensation. Their term of office shall begin with the conclusion of the annual meeting.
Section 2. The officers of the organization and the members of the Board of Trustees shall be nominated by a committee of three Friends at least thirty days in advance of the annual meeting.
Section 3. In all even numbered years, the officers shall be elected by a majority of the current voting members present at the annual meeting. In all odd numbered years, the elected members of the Board shall be elected.
ARTICLE XIII. Parliamentary Authority
The rules contained in the Robert Rules of Order Newly Revised shall govern this organization in all cases in which they are applicable, and in which they are not inconsistent with the By-Laws.
ARTICLE XIV. Amendments
These By-Laws can be amended at any annual or special meeting of the organization by a 2/3 vote of Friends present and voting, provided notice was given at the previous meeting or by mail at least 30 days in advance of the meeting.
ARTICLE XV. Dissolution
Upon the dissolution of the Friends of Magee Marsh, its board of trustees shall distribute all assets and accrued income to support specific improvements at Magee Marsh, and programs and organizations that support the "Purpose" of the Friends of Magee Marsh as enumerated in ARTICLE II. Section 1 and Section 3 of this document.
PROPOSED CHANGES
BY-LAWS OF THE FRIENDS OF MAGEE MARSH ASSOCIATION, INC.
PROPOSED AMENDMENTS.
ARTICLE II, Section 3. Replace the words "Sportsman's Migratory Bird" with "Magee Marsh Visitor".
ARTICLE V, Section 1. Replace the words "Annual newsletter" with "Bi-annual newsletters" and remove the words "including activities, gifts attained, names of Friends, and a financial statement,"
ARTICLE VI, Section 2. Remove complete section. This section reads as follows "Section 2. No member shall hold more than one office at a time or serve more than two terms in one office."
ARTICLE VII, Section 3. Delete the words "one before the annual meeting to draw plans and one immediately following the annual meeting". Should read "The Board of Trustees shall hold at least two meetings a year."
ARTICLE VIII, Section 1. Change the word "shall" to "could" and delete "5) Development".
ARTICLE IX, Section 3. Remove duplicate "receipt of".
ARTICLE X, Section 1. Remove "and send out annual dues notices"
ARTICLE X, Section 5. Delete this entire section. This section read as follows "Section 5. Development Committee It shall be the responsibility of this committee to organize and conduct development activities for gift shop sales, promotions, donations, and other fund-raising activities. This committee will recommend to the Board items for sale for the gift shop, which may include members consignment items. The Board will make the final decision regarding items for sale."
ARTICLE X, Section 6 becomes Section 5. Change every "two" years to every "five" years (for by-laws review).
ARTICLE XII, Section 2 omit "committee of three Friends". It should now read "The officers of the organization and the members of the Board of Trustees shall be nominated by a committee at least thirty days in advance of the annual meeting."
ARTICLE XIII update "Robert's Rules of Order Newly Revised" to "Robert's Rules of Order Newly Revised, 12th Edition, released September 2020."
AMENDED BY-LAWS to be ACCEPTED
BY-LAWS OF THE FRIENDS OF MAGEE MARSH ASSOCIATION, INC.
ARTICLE I. Name
The name of this organization shall be The Friends of Magee Marsh Association, Inc. Members of this organization shall be referred to as Friends.
ARTICLE II. Purposes
Section 1. The purpose of this organization shall be to support the mission, goals and objectives of Magee Marsh Wildlife Area, herein referred to as Magee Marsh, to promote public awareness of and advocate for Magee Marsh and to support and promote educational opportunities for the public, especially young people, to learn about the importance of wildlife and natural areas.
Section 2. This organization does not contemplate pecuniary gain or profit to its donors. No part of the income or monies of this organization shall inure to the benefit of any donor, and no part shall be expended for any purpose which would jeopardize the tax-exempt status of The Friends of Magee Marsh Association, Inc.
Section 3. The profits, donations and bequests incurred by the Friends of Magee Marsh will be used to benefit Magee Marsh Wildlife Area, the Magee Marsh Visitor Center, and for education programs and enhancement of natural areas that support the uniqueness of Magee Marsh.
ARTICLE III. Location
The legal office of the Friends of Magee Marsh shall be at Magee Marsh Wildlife Area, located in Ottawa County, Ohio.
ARTICLE IV. Membership
Section 1. Any individual, organization, business, or corporation interested in the purposes of this organization may become a Friend upon annual donation of prescribed contribution to the Friends of Magee Marsh. The amount of dues and provision for life membership shall be set by the Board of Trustees.
Section 2. Classes of membership are as follows: Individual, Family, Student/Senior, Life, Corporate, and Donor. In addition, the Board of Trustees may from time-to-time elect continuing Honorary members.
Section 3. The membership year shall commence on January 1st. Membership dues shall be set by the Board of Trustees. Membership shall be effective on receipt of a membership application and payment of dues. Renewal of membership shall be by payment of dues.
Section 4. Only members in good standing shall be eligible to participate in business meetings, or serve in any of the corporation's elective or appointed positions. Members in default of dues payment for more than three months shall be dropped from the rolls.
Section 5. Individual, Student/Senior, Life, Corporate, and Donor members shall each be entitled to one vote. For a Family, each adult member shall be allowed one vote.
ARTICLE V. Privileges
Section 1. Bi-annual newsletters shall be sent to each Friend. Other publications shall also be sent to Friends at the discretion of the Board of Trustees.
Section 2. Friends will be invited to an annual meeting where official business will be discussed, and annual elections will be held.
ARTICLE VI. Officers
Section 1. The officers of the organization shall be President, Vice-President, Secretary, and Treasurer and shall be elected for a 2-year term every even year.
Section 2. The Vice-President shall succeed the President in the event a vacancy occurs. Vacancies occurring in the other officer positions shall be filled through appointment by the Board of Trustees. Such appointees shall serve until the following annual meeting.
Section 3. The officers shall perform the duties prescribed for them in Article IX and in the parliamentary authority adopted by this organization.
ARTICLE VII. Board of Trustees
Section 1. The Board of Trustees shall be composed of the officers, the immediate Past-President and three elected members. These members will be elected for a 2-year term every odd year.
Section 2. The Board of Trustees shall manage the affairs of the organization between annual meetings and direct the use of general funds and special gifts in accordance with the terms of the gift and purposes of this organization.
Section 3. The Board of Trustees shall hold at least two meetings a year.
Section 4. The Board of Trustees shall meet on call of the President or by the request of a simple majority of the members of the Board of Trustees. A simple majority of voting members of the Board of Trustees shall constitute a quorum.
Section 5. The Board of Trustees shall fill, by appointment and for the unexpired term, any vacancy occurring on the Board of Trustees.
ARTICLE VIII. Committees
Section 1. The organization could have the following standing committees: 1) Membership
2) Public Relations 3) Financial 4) Nominating.
Section 2. The chairpersons and members of standing committees, except as otherwise provided herein, shall be appointed by the President with the advice of the Board of Trustees.
Section 3. Ad hoc committees may be named and their chairpersons appointed by the President.
ARTICLE IX. Duties of Officers
Section 1. The President shall preside at the annual meeting and at board meetings, prepare an agenda for the annual meeting, prepare an annual report of the organization, appoint chairpersons of standing committees except those chaired by other officers and the Past President, serve as an ex officio member of all standing committees, except the Nominating Committee, and shall keep the Division of Wildlife fully informed of all activities of the Friends of Magee Marsh.
Section 2. The Vice-President shall serve in the absence of the President and shall chair the Membership Committee.
Section 3. The Secretary shall keep minutes of all regular, special, and annual meetings of the Board of Trustees, and the organization, shall be custodian of all official records of the organization, and such other duties as the Board of Trustees may delegate. He/She will mail thank-you notices to all new members and donors upon receipt of contributions.
Section 4. The Treasurer shall keep a record of all donations to the Friends, shall be a member of the Financial Committee, and shall be custodian of all funds and securities belonging to the organization and shall disburse, or otherwise deal with the same as shall be ordered by the Board of Trustees. The Treasurer will maintain accurate financial account and keep the same available for examination by the Board of Trustees and the Financial Committee; and he/she shall perform other duties the Board may require. Upon the expiration of his/her term of office, he/she will turn over to their successor or to the Board, all money and other property of the organization into their hands.
Section 5. The Past-President shall serve as an advisor to the Board of Trustees and shall chair the Nominating Committee.
Section 6. All officers shall perform other such duties as the Board of Trustees shall deem appropriate.
ARTICLE X. Duties of Committees
Section 1. Membership Committee It shall be the duty of this committee to maintain an accurate listing of the names and addresses of Friends and shall provide other committees with addresses upon request. This committee shall coordinate an annual membership campaign.
Section 2. Public Relations Committee It shall be the responsibility of this committee to communicate the purpose and accomplishments of the Friends of Magee Marsh, and to interest the public in the Friends of Magee Marsh.
Section 3. Financial Committee This committee annually shall prepare a budget for the ensuing year and shall submit the same to the Board of Trustees for consideration and approval. The chair of this committee shall be the Treasurer. The committee, other than the Treasurer, shall annually audit the organizations financial records or cause the same to be audited.
Section 4. Nominating Committee It shall be the responsibility of this committee to nominate all officers and members of the Board of Trustees for election. Any Friend may send suggestions for nominations for officers and board members to the chairperson. The chairperson shall present nominations to the Board of Trustees for review and approval. No Friend shall be placed on the ballot without prior consultation about his or her willingness to serve.
Section 5. Ad Hoc Committee The Board shall describe the duties of special committee members as needed. There will be a special committee to review the By-Laws every five years and make recommendations for changes to the Board of Trustees.
Section 6. All chairpersons shall be members in good standing, shall make the recommendations to the President concerning the membership of their committees, shall be expected to present reports at each meeting of the Board of Trustees, shall give a report at the annual meeting or any other assembly of the entire membership, shall provide the President with copies of all reports and minutes, shall keep the President fully informed about the committee activities on behalf of the Friends of Magee Marsh, and shall perform other such duties as the Board of Trustees shall deem necessary and appropriate.
ARTICLE XI. Meetings
Section 1. The annual meeting of the Friends of Magee Marsh shall be held in November. Notice of the meeting will be given to all members at least twenty days in advance of a meeting.
Section 2. Regular meetings of the general membership will be held as often as the Board decides is necessary.
Section 3. A simple majority of the Board shall constitute a quorum.
Section 4. Notice of a regular meeting shall be given to all members at least twenty days in advance of a meeting.
ARTICLE XII. Election of Board of Trustees
Section 1. The officers and the members of the Board of Trustees shall be elected at the annual meeting and shall serve without compensation. Their term of office shall begin with the conclusion of the annual meeting.
Section 2. The officers of the organization and the members of the Board of Trustees shall be nominated by a committee at least thirty days in advance of the annual meeting.
Section 3. In all even numbered years, the officers shall be elected by a majority of the current voting members present at the annual meeting. In all odd numbered years, the elected members of the Board shall be elected.
ARTICLE XIII. Parliamentary Authority
The rules contained in the Robert's Rules of Order Newly Revised, 12th Edition, released September 2020. shall govern this organization in all cases in which they are applicable, and in which they are not inconsistent with the By-Laws.
ARTICLE XIV. Amendments
These By-Laws can be amended at any annual or special meeting of the organization by a 2/3 vote of Friends present and voting, provided notice was given at the previous meeting or by mail at least 30 days in advance of the meeting.
ARTICLE XV. Dissolution
Upon dissolution of the Friends of Magee Marsh, its board of trustees shall distribute all assets and accrued income to support specific improvements at Magee Marsh, and programs and organizations that support the Purpose of the Friends of Magee Marsh as enumerated in ARTICLE II. Section 1 and Section 3 of this document.