Bylaws of the Friends of Lake Sakakawea of North Dakota
The Friends of Lake Sakakawea of North Dakota (FOLS-ND) shall function under the authority of US IRS Code 501(c)(3). The FOLS are incorporated in North Dakota under ND Century Code 10-27. The organization is organized exclusively for charitable, educational or scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.
ARTICLE I -- MISSION
The mission of the Friends of Lake Sakakawea of North Dakota is to build on the recreational, economic and environmental opportunities of Lake Sakakawea for future generations to enjoy and for the public good.
ARTICLE II -- GOALS
To provide leadership and education in developing a lake-wide vision and a unified voice for Lake Sakakawea.
To develop and maintain private and public partnerships to enhance Lake Sakakawea for the betterment of ND citizens and the visiting public.
To implement the update of the U.S. Corps of Engineers Master Plan for the betterment of Lake Sakakawea and ND citizens.
To promote public recreational opportunities, guide development of Lake Sakakawea recreational opportunities for use and enjoyment by the public.
ARTICLE III -- DEFINITIONS
For the purposes of these Bylaws:
"Alternate FOLS-ND Director" shall mean the person chosen by the FOLS-ND Director who shall assume the Director’s chair when the Director is unable to be present, but not as a permanent replacement for the Director.
Annual Conference" is the annual gathering sponsored by FOLS-ND and partners or stakeholders in the Lake Sakakawea area to learn about activities of the FOLS-ND.
"Annual Meeting" of FOLS-ND to report to FOLS-ND members and to hold elections.
"Ex Officio" shall be defined as any non-voting member.
"Grass roots" shall be defined as stakeholders who live in the Lake Sakakawea area or who experience recreation on Lake Sakakawea.
"Membership" shall include any participating group, organization, agency, unit of government, individual, or stakeholder.
"FOLS" shall mean the Friends of Lake Sakakawea.
"FOLS-ND Director" shall mean a person on the Friends of Lake Sakakawea of North Dakota Board of Directors.
"Lake Sakakawea" is defined as the body of water resulting from the presence of the Garrison Dam.
"Technical Advisors" are those individuals, agencies, institutions and organizations designated and invited to assist the FOLS-ND in the performance of any given project/program.
Unified voice" is based on the development of a lake-wide vision that represents the goals and needs of the members of the FOLS-ND in representing the users of Lake Sakakawea for recreational, economic or environmental opportunities.
ARTICLE IV – OFFICES
Registered Office: The registered office of the FOLS-ND shall be established and maintained as required by the laws of the State of North Dakota governing Nonprofit Corporations. The FOLS-ND may, from time to time, change the location of their office in accordance with applicable laws.
ARTICLE V – COMPOSITION/ELECTIONS/APPOINTMENTS/VACANCIES
The organization will be inclusive. The structure will consist of three bodies: 1) Membership, 2) FOLS-ND Board of Directors, and 3) FOLS-ND Executive Committee. Other Committees shall be established according to the bylaws or Operating Procedures.
Section 1. FOLS-ND Membership: The FOLS-ND will consist of unlimited at-large members, who will pay an annual membership fee. At-large members may either pay a business, a family membership fee, or both, dependent upon their situation. The FOLS-ND Membership will meet formally once a year at the Annual Meeting, although members may attend Board of Directors, Executive Committee or any other committee meetings.
Section 2. FOLS-ND Board of Directors: The Board of Directors shall consist of fifteen (15) members. Those Board of Directors (15) members will be composed of six (6) representatives of counties adjoining Lake Sakakawea: Mercer, Dunn, McKenzie, Williams, Mountrail, and McLean, one (1) Tribal Representative of Three Affiliated Tribes. The FOLS-ND membership chairman will appoint two (2) from business, two (2) representatives from recreation, two representatives from economic development, and two (2) representatives from cabin sites. The (15) members of the Board of Directors shall be representatives from the entire lake-wide region. From the original (15) members, four (4) will be nominated and elected to positions on the Executive Committee. Five (5) will be members of the Executive Committee: chairman, vice chairman, secretary, treasurer and one member at large from the board appointed by the chairman. The Board of Directors may have ex officio representatives as defined below. Term of office shall be two (2) years and until successors are duly nominated and elected.
Section 3. Vacancies: If the office of any FOLS-ND Director becomes vacant for any reason, the executive board will name a replacement. This person shall hold office for the unexpired term in which such vacancy occurred. A vacant position on the FOLS-ND shall neither preclude nor relieve the FOLS-ND from fulfilling its responsibilities.
Section 4. Resignations: Any FOLS-ND Director may resign at any time by giving written notice to the Secretary. Such resignation shall take effect upon the date of the receipt of such notice, or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 5. Alternate FOLS-ND Directors: Each Director may select their own Alternate to represent them if they are absent. The purpose of the Alternate is keep the Director informed, not to permanently fill in for the Director. If the Director is unable to make the commitment required, another Director should be chosen.
Section 6. Executive Committee: The Executive Committee will consist of four five members from the Board and will be formed at the first meeting of the Board of Directors after each annual meeting. They will meet monthly. They will meet/correspond by phone, e-mail or conference call monthly. Term of office shall be two years. The committee will consist of a chair, vice-chair, secretary, treasurer and one other committee member.
ARTICLE VI -- POWERS AND DUTIES
Section 1. Membership: May participate in the annual meeting, run for office, participate on committees and participate and vote in elections as defined in these bylaws.
Section 2. Board of Directors: The FOLS-ND Board of Directors shall exercise all powers of the FOLS-ND and do all lawful acts and things as are authorized by statute, by the Articles of Incorporation, by these Bylaws, and/or directives expressly approved by the FOLS-ND Directors. Such powers shall include, but not be limited:
To hire/appoint the Executive Director.
To oversee the implementation of the FOLS-ND mission, goals and procedures.
To establish and administer the FOLS-ND budget according to the laws of the member jurisdictions, these Bylaws and associated FOLS-ND directives/ procedures.
To elect the FOLS-ND Chair, Vice-Chair and Secretary and Treasurer at the first meeting of the FOLS-ND after the annual meeting.
To establish and assign tasks to Task Forces and Committees.
To invite Technical Advisors to assist in the planning/implementation of plan activities, and/or to enter into contracts to assist in accomplishing specific tasks identified within a contract.
Section 3. Executive Committee: Shall have and exercise those authorities granted by the FOLS-ND in the management of the business of the FOLS-ND and:
Has the power to meet and act on behalf of the FOLS-ND Board between Board meetings at the call of the Chair.
Any actions taken by the Executive Committee on behalf of the Board shall require a quorum of three (3) members and by a majority vote of those present and must be reported on at the next Board meeting.
Be subject to the control and direction of the FOLS-ND.
Assure that minutes of all meetings are properly recorded and that every FOLS-ND member is provided a copy of all executive committee minutes.
Section 4. Officers: There shall be four (4) officers: one (1) Chair, one (1) Vice-Chair and one (1) Secretary and (1)Treasurer.
FOLS-ND Chair shall:
1. Serve as an official spokesperson for the FOLS-ND.
2. Preside at meetings of the FOLS-ND, Board and Executive Committee.
3. Sign and deliver in the name of the FOLS-ND deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of the FOLS-ND, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by the articles or bylaws or by the FOLS-ND to another officer or agent of the FOLS-ND.
4. Serve as the corporate registered agent for FOLS-ND.
5. Appoint members, chairs or co-chairs of the committees, etc.
6. If a vacancy in an officer position exists, appoint an interim replacement until the next meeting of the Board.
7. Perform other duties prescribed by the Board.
FOLS-ND Vice-Chair shall:
1. Be responsible for assisting the chair in the leadership of the FOLS-ND.
2. Assume the role of chair of the Board and Executive Committee in the absence of the Chair.
3. Perform other duties prescribed by the Board or by the Chair.
FOLS-ND Treasurer shall cause to happen:
1. The maintenance of accurate financial records for the FOLS-ND, receipts and disbursements.
2. The deposit money, drafts, and checks in the name of and to the credit of the FOLS-ND in the banks and depositories designated by the Board.
3. The endorsement for deposit notes, checks and drafts received by the FOLS-ND as ordered by the Board, and making proper vouchers for the deposit.
4. The disbursement of FOLS-ND funds and issuing checks and drafts in the name of the FOLS-ND, as ordered by the Board.
5. Bond: If required by the FOLS-ND, the Treasurer shall give the FOLS-ND a bond (which shall be renewed every year) in such sum and with such surety or sureties as shall be satisfactory to the FOLS-ND for the faithful performance of the Treasurer’s duties and for the restoration to the FOLS-ND, in case of the Treasurer’s death, resignation, retirement or removal from office. All books, vouchers, money and other property of whatever kind in possession of the Treasurer or under his/her control, belonging to the FOLS-ND, shall be returned to the FOLS-ND.
6. Chair the Finance Committee.
FOLS-ND Secretary shall cause to happen:
1. Maintain and distribute to the FOLS-ND membership, the minutes of the FOLS-ND and annual meetings.
2. Sign and verify official proceedings.
3. Perform other duties prescribed by the Board or by the Chair such as thank you letters and a variety of other correspondence.
Section 5. Executive Director shall coordinate planning initiatives between the FOLS-ND and other groups or agencies, and will also coordinate the day-to-day operations activities, with duties as specified by the board of directors
The Executive Director shall be responsible:
1. For all aspects of management of the business and staff of the FOLS-ND.
2. To see that orders and resolutions of the FOLS-ND are carried into effect.
3. For recording and maintaining records and certifying proceedings of all meetings of the FOLS-ND.
4. For providing to the Board an account of the financial condition of the FOLS-ND.
5. For giving, or cause to be given, notice of all meetings of the FOLS-ND.
6. For assuring staff support for committees, etc., is provided, when requested or directed.
7. Bond: If required by the FOLS-ND, the Executive Director shall give the FOLS-ND a bond (which shall be renewed every year) in such sum and with such surety or sureties as shall be satisfactory to the FOLS-ND for the faithful performance of the Executive Director’s duties and for the restoration to the FOLS-ND, in case of the Executive Director’s resignation, retirement or removal from office. All books, vouchers, money and other property of whatever kind in possession of the Executive Director or under his/her control, belonging to the FOLS-ND, shall be returned to the FOLS-ND.
8. The performance of other duties prescribed by the Board or by the Chair.
ARTICLE VII -- BOARD MEETINGS
Section 1. Regular Meetings: Regular meetings of the FOLS-ND Board shall be held at least annually and as needed by the FOLS-ND. All meetings shall be with notice.
Section 2. Special Meetings: Special meetings for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called by the Chair of the FOLS-ND or on the written request of two (2) FOLS-ND Directors.
Notice of Special Meeting: Notices shall include the time, place, and purpose or purposes of the special meeting, and shall be sent to each Director, by mail, at least twenty (20) days prior to the date of the FOLS-ND meeting, or with ten (10) days notice by telephone, e-mail or facsimile (fax).
Business to be transacted: No business other than that stated in the notice shall be transacted at said meeting.
Section 3. Emergency Meetings:
Emergency meetings may be scheduled when an issue arises which requires immediate attention as determined by the Chair of the FOLS-ND or on the written request of two (2) FOLS-ND Directors.
Notification of emergency meetings shall be by telephone, e-mail or facsimile (fax) and require action within 24 hours. Actions may be conducted by telephone conference or by formally convening at a given location.
Section 4. Place of Meeting: The FOLS-ND shall hold meetings in the Lake Sakakawea area.
Section 5. Organization of Meeting: At all meetings of the FOLS-ND Board and annual meeting, the Chair shall chair the meeting. In the absence of the Chair, the Vice-Chair shall assume the Chair. In the absence of the Secretary, any person appointed by the Chair shall act as Secretary.
Section 6. Attendance of FOLS-ND Directors at FOLS-ND Meetings: Directors or Alternates are encouraged to actively participate in the meetings of the FOLS-ND. The Chair of FOLS-ND will inform the Board of a member missing three consecutive meetings. A member may be removed by action of the Board.
Section 7. Quorum:
At all meetings of the FOLS-ND Board, a majority of the members of the Board shall constitute a quorum, and the affirmative or negative vote of 7 members shall be necessary to bind the FOLS-ND except for adjournment.
Without a Quorum: If a quorum shall not be present at any meeting of the FOLS-ND Board, any FOLS-ND Director in attendance may challenge the quorum and adjourn the meeting until a quorum shall be present.
Tabling: Those issues which by statute or the Articles of Incorporation require quorum for approval or rejection will, without a quorum present, be tabled until the next FOLS-ND Board meeting (regular or special), at which a quorum is present.
Section 8. Action Without Meeting: Unless otherwise restricted by the Articles of Incorporation or by these Bylaws, any action required or permitted to be taken at any meeting of the FOLS-ND Board or of any committee thereof may be taken without a meeting, if a written consent thereto is signed by all Directors of the FOLS-ND Board (or verbal, if documented), or of such committee, as the case may be, and such written consent is filed with the minutes of the proceedings of the FOLS-ND Board or committee. Such action shall be effective on the date on which the last signature is placed on such writing or writings, or (if there is total concurrence) such earlier effective date as is set forth therein.
Section 9. Participation by Conference Telephone: The Directors may participate in a meeting of the FOLS-ND Board or any committee thereof by means of conference telephone or similar communications. Participation in such a manner shall constitute presence in person at such meeting, and all discussions requiring a vote shall be recorded.
Section 10. Voting Rights
All FOLS-ND Directors shall vote in person. If the Director is unable to attend a duly called meeting, the Director’s designated Alternate shall assume the responsibility.
When attendance of the Director or the designated Alternate at a FOLS-ND meeting is not possible, the FOLS-ND Director shall have the right to give advance written consent or opposition to a proposal to be acted on at a meeting of the FOLS-ND. If a FOLS-ND Director or Alternate is not present at the meeting of the FOLS-ND, the Director’s consent or opposition to a proposal does not constitute presence for purposes of determining the existence of a quorum, but consent or opposition shall be counted as a vote in favor of or against the proposal and shall be entered in the minutes or other record of action at the meeting if the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the FOLS-ND Director has consented or objected.
Section 12. Voting: Each FOLS-ND Director, or in the Director’s absence, the Alternate, shall have one vote at any FOLS-ND meeting. However, the FOLS-ND Director, or in his absence the Alternate, in attendance on the first day of any FOLS-ND meeting may record his/her vote(s) with the Secretary if they will be absent the following day(s). If the Director and the Alternate are unable to attend, the FOLS-ND Director may record his/her position on any issue on the agenda by identifying the issue to be voted on, recording his/her vote on paper, dating and duly signing the paper and submitting it to the Secretary of the FOLS-ND.
Section 13. Compensation of the FOLS-ND: There shall be no compensation of FOLS-ND members. FOLS-ND board members will be reimbursed for travel expenses on behalf of the board for activities other than board meetings. Expenses shall be approved by the executive committee prior to payment.
ARTICLE VIII -- ANNUAL MEETING
Section 1. Place and Time of Annual Meeting: There shall be an annual meeting at such time and location as determined by the FOLS-ND. The date of the annual meeting shall be established to afford maximum participation by members of the FOLS-ND and residents from the Lake Sakakawea area.
Section 2. Purpose: The annual meeting shall be held to update attendees on activities and finances of the FOLS-ND and to hold elections as directed by these Bylaws.
Section 3. Notice of Annual Meeting: Notice of the time and place of the annual meeting shall be published at least thirty (30) days prior to the meeting date. Such notice shall be mailed for publication in appropriate media in the Lake Sakakawea area.
ARTICLE IX -- GENERAL PROVISIONS
Section 1. Annual Report: The FOLS-ND shall maintain and present at each annual meeting a full and clear statement of the business and condition of the Corporation, as well as the administration of all funds.
Section 2. Checks: When authorized and designated in official FOLS-ND documents, the Chair, Treasurer and the Executive Director or FOLS-ND designee(s) shall have the authority to sign checks or demands for money and notes or other negotiable instruments for the Corporation.
Section 3. Fund Responsibility: The FOLS-ND shall establish such funding documents as necessary to accurately reflect FOLS-ND receipts and disbursements, and assure accounting complies with the laws of North Dakota.
Section 4. Fiscal Year: The fiscal year of the FOLS-ND shall be Jan. 1 – Dec. 31.
Section 5. Contracts: The FOLS-ND shall have the authority to enter into contracts, make application for funding and to make all other necessary arrangements for the financial security/operation of the Corporation.
Section 6. Certified Public Accountant/Chartered Accountant/Certified General Accountant Review: The books and records of the FOLS-ND shall be reviewed/audited annually at the request of the board by a certified public accounting firm.
Section 7. Distribution of Authorities: All FOLS-ND Directors shall be provided a copy of the Articles of Incorporation, the Bylaws and all organizational policies and procedures to assure knowledge of the responsibilities, functions and purposes of the FOLS-ND.
Section 8. Self Dealing: FOLS-ND members shall not engage in any self dealing or transactions with the corporation assets in which the FOLS-ND Director has direct or indirect personal financial interest and shall refrain from any conduct in which his/her personal interests would conflict with the interests of the corporation.
Section 9. FOLS-ND Liabilities:
No FOLS-ND Director shall be personally liable so long as he/she acts in good faith and with ordinary prudence in discharging the duties of the office.
Each FOLS-ND Director shall be liable only for his/her own willful misconduct or omissions in bad faith.
No FOLS-ND Director shall be liable for the acts or omissions of any other FOLS-ND Director, or of any accountant, agent, attorney or custodian selected with reasonable care.
Section 10. Assets: All assets are to be titled with the name "Friends of Lake Sakakawea of North Dakota." No part of the net earnings of the FOLS-ND shall benefit any private individual or FOLS-ND member.
Section 11. Dissolution: Upon dissolution of the FOLS-ND, the Board shall, after paying or making provisions for the payment of all the liabilities of the FOLS-ND, dispose of all the assets of the FOLS-ND exclusively for the purposes of the FOLS-ND in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue code of 1986 (or corresponding provision of any future United States Internal Revenue Law), as the Board shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the FOLS-ND is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.
Section 12. Corporation Activities: The FOLS-ND, as a part of its authorities, shall be authorized to conduct lobbying (when required and limited to the amount permitted in Section 501(3)(c) of the Internal Revenue Code of 1986) in the respective jurisdictions on subjects related to water and water resources. The FOLS-ND members on behalf of FOLS-ND shall not participate in or intervene in any political campaign on the behalf of any candidate for public office. The FOLS-ND shall not carry on any activities not permitted to be carried on by an entity established under the United States Income Tax Code Section 501(c)(3).
ARTICLE X -- AMENDMENTS/ADDENDUM
Section 1. Amendments: The FOLS-ND shall have the authority following review, to change these Bylaws providing the changes will correct a discovered deficiency, or improve the process of administration and operation of the FOLS-ND. All proposed changes shall be submitted to the FOLS-ND Directors a minimum of thirty (30) days prior to discussion and/or decision. The FOLS-ND shall present changes along with appropriate rationale at the Annual Meeting.
Section 2. Addendum: Documents developed by the FOLS-ND which support and/or reinforce responsibilities assigned within these Bylaws may be attached to these Bylaws as addendum until such time as the number of addendum dictate a rewrite of these Bylaws.
Section 3. Operating Procedures: The Operating Procedures shall serve as the operating guidelines of the FOLS-ND and its committees and shall be approved by and in effect until changed by FOLS-ND Board of Directors action.
Section 4. Bylaws Changes: Changes to the bylaws must be approved by two-thirds of the voting members at an annual meeting.