Our Bylaws

BYLAWS OF THE FRIENDS OF THE LINCOLN COMMUNITY FOREST 

February 1, 2013. Amended July 29, 2013, March 12, 2016, March 11, 2017

 

ARTICLE I

Name

The name of the organization shall be “Friends of the Lincoln Community Forest”

ARTICLE II

Mission, Vision and Goals

Mission: To facilitate the conservation and enjoyment of the Lincoln Community Forest.

Vision: We envision the Lincoln Community Forest and Marengo River within as a community asset:

  • That is rigorously managed throughout
    • to ensure a healthy, sustainable and scenic forest, and
    • to protect its natural and historic character.
  • That provides in the South Unit a small network of primitive trails where the visitor can enjoy nature-based recreation.
  • That preserves the North Unit in a largely undeveloped state.

Goals:

  • Support the management of the Lincoln Forest cooperatively as a community asset while protecting the Marengo River, consistent with Bayfield County and the Town of Lincoln Comprehensive Plans.
  • Support the management of the Lincoln Forest through economically and ecologically sustainable forest management practices.
  • Develop amenities and programs that will support a wide range of nature-based recreational and educational opportunities in the Lincoln Community Forest.
  • Partner with interested agencies and organizations to help fulfill our goals, including BRC and the Marengo River Watershed Partnership.
  • Encourage gifts to support the Organization.
  • Achieve recognition as and maintain a tax exempt organization by the Internal Revenue Service whereby the Organization is structured for charitable, education, or scientific purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code.

Article III

Membership & Dues

Section I:  Membership

  • Membership in this organization shall be open to all individuals and organizations in sympathy with its mission.
  • Any person 18 yrs. & older and any organization, having paid the annual membership dues, shall be entitled to one vote.
  • Members do not need to reside in the Town of Lincoln.
  • Members whose actions and/or statements demonstrate positions contrary to the mission and goals of the corporation may be removed from the membership rolls by a 2/3 vote of the Board of Directors.

Section 2: Dues

  • Dues for the members shall be determined annually by the Board.
  • Dues shall be payable annually and become due on the first day of January to retain membership.
  • Membership dues are not refundable.

 

ARTICLE IV

Board of Directors

Section 1.   Establishment, composition, and responsibilities  

  • The business and affairs of the Friends of the Lincoln Community Forest shall be managed by a Board of Directors, which will have overall authority and responsibility to carry out the purposes of the organization, to establish policies and procedures to govern the organization’s activities, and to assure that the organization is operated in compliance with applicable laws and regulations.
  • The Board shall consist of at least seven persons and no more than fifteen.
  • Directors must be a member of the corporation who meet the following criteria:
    • A demonstrated commitment to the mission of the organization as stated in Article II.
    • An ability to make a positive and material contribution to the operation of the corporation.
    • A commitment to participate actively as a Director by attending meetings, serving on committees, promoting the goals of the organization and participating in the activities of the organization.

Section 2.    Committees of the Board.

  • The board of directors shall have the authority to appoint committees consistent with the purposes of the organization.
  • The Officers of the organization shall comprise the Executive Committee. The Executive Committee will meet as needed.

Section 3.  Elections and terms of office.

  • Directors will be elected to staggered three-year terms. No board member may serve more than three consecutive full three-year terms, plus the partial unexpired terms to which said Board member may have been appointed.
  • A nominating committee shall be appointed by the president each year for the election of Board members whose terms are expiring.
  • The nominations for members of the board of directors shall be submitted in writing to the members two weeks prior to the annual meeting
  • Additional nominations may be made from the floor at the annual meeting.
  • Directors shall be elected by the affirmative vote of a majority of the current members physically present and eligible to vote at such meeting.

Section 4.   Vacancies.

  • The Board of Directors may temporarily fill, by appointment, any vacancy occurring prior to the annual election of Board members. At the next Annual Meeting, the vacancy shall be filled by election.

Section 5.  Resignation.

  • A Director may resign at any time by giving written notice to the organization. The resignation is effective without acceptance when the notice is given to the organization, unless a later effective time is specified in the notice. If a resignation is made effective at a later date, the Board may fill the pending vacancy before the effective date if the Board provides that the successor does not take office until the effective date.

Section 6.  Removal

  • A Director may be removed at any time by a two-thirds vote of those Directors eligible to elect the Director.

Section 7.  Meetings.

  • The Board of Directors shall meet at least quarterly.
  • Special meetings may be called by the President or of any two directors.
  • A majority of the Board shall constitute a quorum.

Section 8.  Notice of meetings.

  • Notice of the date, time and place of each regular or special meeting of the Board of Directors shall be given to all members of the Board of Directors not less than five (5) days before the date of the meeting. Such notice may be given to each Director by phone or mail or e-mail.
  • No business shall be transacted at a special meeting other than the business specified in the notice of the meeting.

Section 9.  Quorum.

  • A quorum at any meeting of the Board shall consist of a simple majority of all the directors then currently holding office.
  • If a quorum is present when a duly called or held meeting is convened, the Directors present may continue to transact business until adjournment, even though the withdrawal of Directors originally present leaves less than the proportion or number otherwise required for a quorum.

Section 10.  Action of the Board.

  • Unless otherwise provided in these By-Laws or the Articles of Incorporation, the Board may take action by the affirmative vote of a majority of Directors with voting rights present (physically or by telephone) at a duly held meeting.

Section 11.    Action without meeting.

  • Any action required or permitted to be taken at a Board Meeting may be taken by the affirmative vote of a majority of Directors with voting rights acquired by telephone, teleconference or email.

Section 12.  Board liaison(s)

  • Liaison(s) to the Board can be appointed by the Board of Directors.  A Board Liaison is the President’s primary contact for all issues related to the liaison’s organization, as necessary.
  • Liaisons attend board meetings, but participate without vote in all discussions

ARTICLE V

Annual Meeting

  • The organization shall hold at least one meeting a year open to its entire membership.
  • The annual meeting shall be held on a date to be determined by the Board of Directors.
  • Members shall be notified of this meeting at least 10 days prior to the date of the meeting.
  • Meetings will be conducted in a fair and open manor.
  • The Board may call a special meeting of the membership as needed.

                                                         ARTICLE VI.

Officers

Section 1. Officers.

  • The officers of the corporation shall be a President, a Vice President, a Treasurer, and a Secretary.

Section 2: Duties of Officers

  • The officers shall have the duties and authority exercised by officers of a non-profit corporation.
  • The president shall preside over the Board and annual meetings and be an ex-officio member of all committees and assume other duties as needed
  • The vice president shall serve as president in the absence of the president, and other duties as needed.
  • The secretary shall maintain lists of membership, official organization files and routine communication with members. The secretary will take meeting minutes at Board meetings and at the annual meeting and assume other duties as needed.
  • The treasurer shall maintain records of all organization financial transactions, develop necessary financial reports, and report on the organization’s financial condition at each meeting and assume other duties as needed.

Section 3.  Election and term of office

  • Officers shall be elected on a yearly basis and may serve through the expiration of their time on the Board. Officers shall be elected at a regularly constituted Board meeting following the annual election of Directors.
  • The board president shall name a committee of two board members to develop a slate of candidates for the organization’s officers. No one office can be held by the same person for more than three consecutive full terms.

Section 4. Vacancies

  • A vacancy of any officer shall be filled by election by the Board of Directors for the unexpired portion of the term.

Section 5. Removal

  • An officer may be removed by a resolution adopted by a two-thirds vote of the Board.

Article VII

Contracts, Checks, Deposits, Funds and Audits

Section 1: Contracts

  • The Board of Directors may authorize any officer or officers to enter into any contract approved by the Board.

Section 2: Checks

  • Checks will be signed by any of the Officers (President, Vice President, Treasurer or Secretary) until the amount of the check is over $250, then there will be 2 signatures of any of the Officers.

Section 3: Deposits

  • All fund of the organization will be deposited in a timely manner to the credit of the corporation in such banks, credit unions, trust companies or other depositories as the board of Directors may elect.

Section 4: Gifts

  • The Board of Directors may accept on behalf of the organization any contribution, gift, bequest or devise for the general purposes or for any special purposes of the organization. Contributions are not refundable.

Section 5: Books and Accounts

  • The organization will keep or cause to be kept correct and complete books and records of account and also keep minutes of the proceedings of the board of Directors and its committees and the meetings of the members. In addition, the organization will cause to be filed the necessary reports, tax returns or other documents as may be required by law on its own behalf.

Section 6: Audit

  • A review by two Board members not including the Treasurer, of the treasurer’s books, shall take place annually or upon request of a simple majority of the Board members.

Section 7: Conflict of Interest Policy

  • All transactions involving compensation, grants, awards, contracts or financial agreements of any kind will adhere strictly to the Friends of LCF policy. See attached “Conflict of Interest Policy for the Friends of Lincoln Community Forest, Inc.”

 

Article VIII

Indemnification

The organization shall, to the fullest extent authorized by ch. 181, indemnify each Director and office of the organization against reasonable expenses and against liability incurred by a Director or officer in a proceeding in which he/she was a party because he/she was a Director or officer of the organization. These indemnification rights shall not be deemed to exclude any other rights to which the Director or officer may otherwise be entitled. The organization shall, to the fullest extent authorized by ch. 181. Indemnify any employee who is not a Director or officer of the organization, to the extent the employee has been successful on the merits or otherwise in defense of a proceeding, for all reasonable expenses incurred in the proceeding if the employee was a party because he or she was an employee of the organization.  The organization may, to the fullest extent authorized by ch. 181. Indemnify, reimburse, or advance expenses of Directors, officers, or employees.

Article IX

Fiscal Year

The fiscal year of the organization shall begin on January 1.

Article X

Dissolution

Upon dissolution of the organization,  the organization shall, after paying or making provisions for the payment of all the liabilities of the organization, dispose of all the assets of the organization exclusively for the purposes of the organization in such a 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, as the executive board shall determine.  Any such assets not so disposed of shall be disposed by the court of common pleas of the county in which the principal office of the organization is then located, exclusively for the purposes outlined in Article II of the by-laws, to Federal, State and local governments for public purposes.

 

ARTICLE XI

Amendments

Amendments to the bylaws may be made at any meeting of the membership by a two-thirds vote of those present after notification in writing to each member at least ten days before the meeting at which the voting is to take place

APPROVED:

President Mark Dryer