The name of this corporation shall be: FRIENDS OF FORT FLAGLER STATE PARK
The principal office and address of Friends of Fort Flagler State Park shall be:
Friends of Fort Flagler State Park
10541 Flagler Road
Nordland WA 98358
Friends of Port Flagler may have other offices as determined by the Board of Directors.
The purposes, goals, and objectives of Friends of Fort Flagler are set forth as follows:
The mission is to maintain a perpetual organization that will benefit, support, and promote Fort Flagler State Park.
To receive and disseminate donated funds and in-kind donations for the benefit of Fort Flagler State Park.
To enroll volunteer support for participation in activities and projects at Fort Flagler State Park, including though not limited to the following:
park maintenance, including buildings, structures, trails, grounds, and water resources
interpretive education, including signs, seminars, and workshops, guided walks, and evening programs
restorations, including buildings, piers, gun emplacements, landscaping, and facilities
special events, such as clean-ups, community gatherings, and performances, including fund raising activities.
All such purposes, goals and objectives shall be in accordance with the regulations, objectives, policies, procedures and plans of the Washington State Parks and Recreation Commission.
Membership in Friends of Fort Flagler shall be for persons or groups who support the goals of the corporation, who apply for membership, and who provide a fee or service as suggested below. Each member shall have one vote at the Annual Meeting.
Membership categories are defined as follows:
Individual – any person who has donated $10 or more (Battery Wansboro level).
Family – any person eligible to be a regular member, together with partner and/or dependent children, who together have donated $15 or more (Battery Lee level).
Supporter – any person, organization or business which has donated $50 or more (Battery Gratten level).
Lifetime – any person, organization, or business who has donated $300 or more (Paul Revere level) in support of Friends of Fort Flagler.
Patron – any person, organization, or business who has donated $1,000 or more (Battery Bankhead Level) in support of Friends of Fort Flagler.
The dues-paying year shall begin on January 1, with a two month grace period for new members enrolled near the end of the preceding year. Staff of the Washington State Parks and Recreation Commission may participate in the activities of the corporation with no membership fees due, and may not vote in corporation decisions or elections.
The members shall hold an annual meeting in September of each year, unless the Board of Directors fixes another date and notice is given to the members, for the purpose of electing Directors and carrying out other business of the corporation.
The Board of Directors, the President, or ten percent (10%) of the members may call a special meeting at any time.
Ten percent (10%) of the members shall constitute a quorum for the transaction of business at any meeting of the members.
Meetings may be held at such locations as designated by the Board of Directors.
Written, public notification, or confirmed telephone notification shall be given to all members entitled to vote. Said notice shall state the meeting location, the date, the time, and the purpose of the meeting. Notice shall be delivered to each member not more than 30 days or less than 6 days in advance of the meeting date.
Any member who continues to meet the requirements for membership as set forth herein shall be considered an active member and may cast one vote on any matter submitted for a vote of the members. Members may vote by proxy upon written proof of proxy, or by mail as determined by the Board of Directors
The initial Board of Directors shall consist of the incorporators of Friends of Fort Flagler until the first annual meeting.
The business and affairs of Friends of Fort Flagler shall be governed and managed by its Board of Directors. The Board shall have the power and authority to make, modify, and repeal by-laws, rules, and regulations consistent with the laws of the State of Washington or the Articles of Incorporation of this corporation, which by-laws, rules and regulations shall guide the officers, agents, employees and business activities of the corporation. The Board shall prescribe or agree upon compensation of any agents or employees of the corporation, and generally exercise all powers necessary for the transaction of corporation business.
The Board of Directors shall consist of not less than four or more than nine persons elected at the annual meeting by the voting members, or at a special meeting called for that purpose. Each candidate for Director shall be an active member of the corporation. The Manager of Fort Flagler Park shall be an additional non-voting member of the Board of Directors. The Board may fill any vacancies occurring during the current period of tenure. The period of tenure shall be for two years. Up to four of the initial Board of Director members shall hold office for a period of one year, tenure shall then be two years for all Directorships subsequent to the second annual meeting.
The Board of Directors shall meet at such times and locations as shall be designated by the President, or by the Vice-President in the absence of the President. At least one meeting shall be held annually within a month after the annual member meeting. Other special meetings may be held at the request of the President or a majority of the Directors.
The Directors shall be notified by the President, or by the Vice-President acting in the Presidents absence on authority of the President, of the date, time and location of any meeting of the Board. Such notice shall be given not more than 30 days in advance, nor less than 5 days in advance of the meeting date
A majority of the Board of Directors shall constitute a quorum for the transaction of any business at a meeting of the board. A majority shall consist of fifty percent (50%) plus one (1).
Any action required or permitted to be taken by the Board may be taken without a meeting if all Directors, individually or collectively, consent in writing to the action.
Directors and members of any committees shall serve without compensation but may receive such reimbursement of proven expenses as may be determined by resolution of the Board of Directors to compensate for such expenses. The Manager or any staff of Friends of Fort Flagler State Park serving on the Board of Directors or as members of any committees shall serve without compensation or reimbursement of expenses.
The officers of the corporation shall be President, Vice-President, Secretary, Treasurer and five members at large. All officers shall be active members of the corporation, and shall be members of the Board of Directors. Personnel of the Washington State Parks and Recreation Commission may not serve as officers of the corporation.
All officers shall be elected annually by a majority vote of the members at the annual meeting. Officers may be reelected if they otherwise qualify. Terms of office shall be for one year.
Any officer may be removed by a majority vote of the Board of Directors at any Board of Directors meeting.
Any vacancy occurring in any office for any reason may be filled by majority vote of the Board of Directors at any Board meeting for the remaining portion of the term of office.
The responsibilities of each office shall be:
The President shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. The President shall preside at all membership meetings and meetings of the Board of Directors. The President may sign, with the Secretary, any deeds, contracts, or other instruments which the Board of Directors has authorized to be executed, and shall perform all duties incident to such office and as prescribed by the Board of Directors. The President shall be an ex-officio member of all committees.
The Vice-President shall perform all duties of the President in the absence of the President or as otherwise assigned by the President or prescribed by the Board of Directors.
The Secretary shall keep minutes of meetings of the members and meetings of the Board of Directors. The Secretary shall sign, with the President, any such documents as authorized by the Board of Directors, and shall further be the custodian of those corporate records not held by the Treasurer. The Secretary shall give such notices of meetings as directed herein, shall keep records of the names and addresses of tile members of the corporation, and shall perform other duties as assigned by the President or prescribed by the Board of Directors. The office of Secretary/Treasurer may be held by one person.
The Treasurer shall have custody of all funds and securities of the corporation and pay money (by check or cash) payable by the corporation, and keep accurate records thereof. The Treasurer shall deposit money in the name of the corporation, and keep records thereof, and perform such other duties as may be assigned by the President or prescribed by the Board of Directors. The Treasurer shall furnish a bond at the request of the Board of Directors in an amount as required by the Board provided that the cost of such bond be borne by the corporation. The office of Treasurer/Secretary may be held by one person.
The Board of Directors may establish such committees as it deems necessary to achieve the goals and objectives of the corporation, provided that such committees are abolished at each annual meeting of the board. Committees may be reinstated upon approval of the Board of Directors. Such committees shall meet at such times and places as directed by the Board of Directors, or in the event no direction is given, then as agreed by the members of the committees.
At its principal office, the corporation shall keep record of the names, addresses and telephone numbers of members; minutes of the proceedings of the meetings of its members, committees, and Board of Directors; and records of any documents executed by the Board of Directors, President and Secretary on behalf of the corporation, including the by-laws herein set forth. The Treasurer shall further keep such books of account as necessary to show business transactions of the corporation, the assets, the liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and such other financial records as prescribed by the Board of Directors.
All records of the corporation shall be subject to review and audit by the Washington State Parks and Recreation Commission with respect to internal control or the financial and business operation, and to evaluate the benefits occurring to Fort Flagler State Park as a result of corporation activities. Such records may also be inspected by any member of the corporation for any proper purpose at any reasonable time.
An annual report shall be available to all members and to the Washington State Parks and Recreation Commission prior to each annual meeting. The report shall detail receipts and disbursements, Board decisions and actions, and any other information required by law, or deemed appropriate by the Board of Directors.
The fiscal year of the corporation shall begin on the first day of January and end on the last day of December of each year.
The corporation's operations in Fort Flagler State Park are subject to and dependent upon execution of a formal written agreement with the Director of Washington State Parks and Recreation Commission or designee.
Amendment by Membership. The By-laws may be amended at a meeting of the members if written notice setting forth the proposed amendment or summary of changes to be affected is provided to each member entitled to vote at such meeting at the time the notice of the meeting is provided to the member. A proposed amendment shall be adopted upon receiving at least two-thirds (2/3) of the votes which members present at such meeting or represented by proxy are entitled to cast. In any event, Article XI. Affiliation with the Washington State Parks and Recreation Commission, may be amended only to re-number the Article, and may not be deleted from these by-laws.
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes, goals, and objectives set forth herein. Notwithstanding any other provision of these articles, the corporation shall not engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation.
Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c)(3) of the Internal Revenue Code, and for a public purpose in furtherance of the purposes of the corporation.
Copyright © 2017 Barry Lerich