FOTHNA Bylaws

FRIENDS OF TANDY HILLS NATURAL AREA, INC.

BYLAWS

PREAMBLE

In the spirit of Edward Abbey's slogan, "Keep it like it was," Friends of Tandy Hills Natural Area (FOTHNA) was founded to protect, preserve, enhance and interpret Tandy Hills Natural Area. FOTHNA members serve as its stewards. By extension, our founding principles include stewardship of the planet and an awareness of the immediate and long-term impact of actions on the natural world. This principle is to be adhered to with all decisions FOTHNA makes including working with other organizations and the consideration of potential donors, grants and sponsors.

ARTICLE I

NAME AND STRUCTURE

The name of the organization shall be Friends of Tandy Hills Natural Area, Inc. (FOTHNA). The organization is a 501(c)(3) nonprofit corporation registered with the State of Texas.

ARTICLE II

PURPOSE OF THE ORGANIZATION

The purpose of FOTHNA shall be:

• To restore and preserve Tandy Hills Natural Area, a rare remaining example of indigenous prairie located in Tandy Hills and Stratford Parks, Fort Worth, Texas.

• To facilitate use of Tandy Hills Natural Area as an educational and recreational resource for experiencing and understanding the natural environment in Fort Worth.

• To increase awareness of the importance of protecting and preserving natural areas through education, community involvement and public events.

ARTICLE III

MEMBERSHIP, DUES, AND VOTING PRIVILEGES

Section 1. Any individual, family group or organization is eligible to be a member of FOTHNA.

Section 2. Membership occurs on an annual basis at the start of the calendar year. Dues are fixed by the FOTHNA board and are payable beginning January 1.

Section 3. Each member is entitled to one vote during general meetings when such voting of the membership body occurs.

ARTICLE IV

BOARD AND OFFICERS

Section 1. The Corporate Directors of the FOTHNA 501(c)(3) nonprofit corporation shall act as an advisory body.

Section 2. The Executive Board (Board) shall have the power to conduct the business of FOTHNA as defined in these bylaws and shall include the following officers: A. President B. Vice President C. Secretary D. Treasurer E. Communications Director F. Immediate Past President G. Chairpersons of Standing Committees

Section 3. These officers, with the exception of the Past President and the Standing Committee Chairpersons, shall be elected at the annual general meeting in December each year for a five (5) year term beginning January 1 of the following year. 

Section 4. Thirty (30) days prior to the annual general meeting, if required by expiring terms of office, the Board shall appoint a Nominating Committee for the purpose of electing officers. The Committee shall consist of two or more members. The Nominating Committee shall agree upon a recommended slate of officers and notify members by electronic mail of the slate at least seven (7) days prior to the annual general meeting. 

ARTICLE V

MEETINGS

Section 1. The Board shall conduct at least one general membership business meeting each December and shall decide the dates, times and locations of general membership meetings.

Section 2. Unless there is no business to discuss, the Board shall meet at least quarterly and at the request of the President or of any two other members of the Board with notice given by electronic mail at least seven (7) days prior to the meeting. An agenda shall be distributed by electronic mail no less than one (1) day prior to the meeting.

Section 3. A binding decision may be made only by a vote of a majority of the Board members. Votes may be made in person at Board meetings or by electronic proxy. Section 4. All general members are invited to attend Board meetings, but do not have voting privileges.

ARTICLE VI

DUTIES OF OFFICERS

Section 1. President

A. The President shall preside at general meetings and Board meetings and shall appoint all Committee Chairpersons not otherwise provided for in these Bylaws as needed.

B. The President shall be a member of all committees except the Nominating Committee.

C. The President shall be responsible for filing reports as required by the City of Fort Worth.

D. The President and/or his or her Board approved designee shall be authorized to sign checks and use a FOTHNA bank card to pay for expenses incurred to fulfill the purposes of the organization. The Board may impose requirements for multiple authorizations for expenses above a set amount.

Section 2. Vice President

A. The Vice President shall assist the President with leading and managing FOTHNA.

B. The Vice President shall exercise the function of the President during any absences of the President.

C. The Vice President shall assume the office of President should the office become vacant until such time that a President can be elected by the general membership.

Section 3. Secretary

A. The Secretary shall record the proceedings of meetings as well as special events and shall be responsible for transmitting meeting minutes to members. A copy of all minutes and other organization records will be maintained by the Secretary in the Corporate Record Book.

B. The Secretary shall keep a roster of FOTHNA members, which includes names, addresses, telephone numbers and e-mail addresses.

C. The Secretary shall keep a copy of the Bylaws and record the date of all changes in the Corporate Record Book. A copy of the current Bylaws shall be available at all times on the FOTHNA website.

D. The Corporate Record Book shall be passed on to the new Secretary when elected.

Section 4. Treasurer

A. The Treasurer shall keep a record of receipts and disbursements and render a financial statement and account registers to the Board at regular meetings or upon request.

B. The Treasurer shall provide financial information as legally required by the City of Fort Worth, the IRS or other governmental entities.

Section 5. Communications Director

A. The Communications Director shall publish an electronic newsletter containing information about activities of interest to the FOTHNA members and/or the community. The newsletter shall be published periodically or at the direction of the President.

B. The Communications Director shall be responsible for other communication deemed necessary for active outreach to membership, sponsors and donors.

Section 6. Standing Committee Chairs

The President may appoint Chairpersons with the responsibility for specific functions deemed necessary for efficient operation of the organization. (Examples: Historian, Publicity, Parliamentarian)

ARTICLE VII

NOMINATIONS AND ELECTIONS

Section 1. Nominating Committee

A. The Nominating Committee shall present the names of eligible and consenting candidates to the membership at least thirty days (30) prior to elections.

B. During the annual general meeting, the President shall ask for further nominations from the general membership after which the nominations shall be closed.

Section 2. Elections

A. Election of officers will be made by ballot during the annual general meeting of FOTHNA members held each December. The candidates receiving the largest number of votes will be declared the winners.

B. The elected officers shall be installed and take office January 1 of each year.

Section 3. Vacancies

In the event that an officer is unable to fulfill his/her duties, the President shall appoint a FOTHNA member to fill the position, pending board approval, until the next general membership meeting in which a general membership election may take place.

ARTICLE VIII

PARLIAMENTARY AUTHORITY

The parliamentary authority for these Bylaws is Robert’s Rules of Order Newly Revised, except where specifically stated otherwise in these Bylaws.

ARTICLE IX

AMENDMENTS TO BYLAWS

These Bylaws may be amended or replaced by a two-thirds vote of members present and voting at a general meeting after notice of the proposed changes has been presented to the membership at least thirty (30) days in advance.

ARTICLE X

COMPLIANCE

FOTHNA shall work in accord with these Bylaws; the Support Organization Agreement between the City of Fort Worth and Friends of Tandy Hills Natural Area, Inc. which can be found on the FOTHNA website; and publication 4221-PC, Compliance Guide for 501(c)(3) Public Charities which can be found on the IRS website.

ARTICLE XI

DISSOLUTION

In order to dissolve Friends of Tandy Hills Natural Area, Inc., a resolution to include the reasons for dissolution shall be presented to the membership in the form of a motion to rescind the Bylaws. The organization may only be dissolved by a two-thirds vote of members present and voting at a general meeting after notice of the proposed change has been presented to the membership at least thirty (30) days in advance. In the event FOTHNA is dissolved, all outstanding bills shall be paid, and all remaining money turned over to the City of Fort Worth as required by the Support Organization Agreement between the City of Fort Worth and Friends of Tandy Hills Natural Area, Inc. A receipt for this money shall be placed in the FOTHNA Corporate Record Book which will then be delivered to one of the Corporate Directors. The Corporate Directors will notify the IRS and the state of Texas by filing all documents required to terminate the 501(c)(3) nonprofit organization.