BY-LAWS FOR THE REDFORD PARKS AND ART CONSERVANCY

ARTICLE I. NAME AND PURPOSE
   Section 1: Board role, size, and compensation: The board is responsible for overall policy and direction of the organization, and delegates responsibility of day-to-day operations to the CEO, staff and committees. The board shall have up to 9, but not fewer than 3 members. The board receives no compensation other than reasonable expenses.

Section 2: Purpose: The Redford Parks and Art Conservancy is organized exclusively for charitable and educational purposes.
The purpose of this corporation is:

  1. identifying, soliciting, collecting and administering private and public sources of funding for exclusively charitable and educational purposes and undertaking projects determined by the corporate board,
  2. assisting the community and government in developing a vision and plan for community-based design and development of parks and their use,
  3. developing venues for the arts and representations of the arts in public and private spaces,
  4. create programming activities designed to foster broad-based community support for, understanding of, and participation in activities and events related to parks, recreation and the arts including a respect for ecology and conservation standards, and accessible design standards.

ARTICLE II — MEMBERSHIP

Section 1— Membership:  Membership shall consist of the board of directors.

ARTICLE III.  BOARD OF DIRECTORS
Section 1— Board role, size, and compensation: The board is responsible for overall policy and direction of the organization, and delegates responsibility of day-to-day operations to the CEO, staff and committees. The board shall have up to 5, but not fewer than 3 members.  The board receives no compensation other than reasonable expenses.    

Section 2— Eligibility: Board members must be residents of Redford Township, work in Redford Township or have a commitment to parks and/or the arts.

Section 3— Terms: Board members shall serve two-year terms and be eligible for re-election for up to five consecutive terms.

Section 4— Meetings and notices:  The board shall meet at least quarterly, at an agreed upon time and place.  An official board meeting requires that each board member have written notice at least one week in advance.       

Section 5— Board Elections: During the last quarter of each fiscal year of the corporation, the board of directors shall elect Directors to replace those whose terms will expire at the end of the fiscal year. This election shall take place during a regular meeting of the directors, called in accordance with the provisions of these bylaws.

Section 6— Election procedures: New directors shall be elected by a majority of directors present at such a meeting, provided there is a quorum present. Directors so elected shall serve a term beginning on the first day of the next fiscal year.

Section 7— Quorum: A quorum must be attended by at least 2/3 of board members for business transactions to take place and motions to pass.

Section 8— Officers and Duties: There shall be four officers of the board, consisting of a chair, vice-chair, secretary and treasurer. Their duties are as follows:

The chair shall convene regularly scheduled board meetings, shall preside or arrange for other members of the Executive Committee to preside at each meeting in the following order: vice-chair, secretary, treasurer, appoint committee members, and perform other duties as associated with the office.

The vice-chair shall chair committees on special subjects as designated by the board.

The secretary shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member, and assuring that corporate records are maintained.

The treasurer shall make a report at each board meeting.  The treasurer shall chair the finance committee, assist in the preparation of the budget and fundraising plans, and make financial information available to board members and the public. The Treasurer shall keep record of the organization’s budget and prepare financial reports as needed.

Section 9 —Vacancies: When a vacancy on the board exists mid-term, the secretary must receive nominations for new members from present board members two weeks in advance of a board meeting. These nominations shall be sent out to board members with the regular board meeting announcement, to be voted upon at the next board meeting.  These vacancies will be filled only to the end of the particular board member's term.

Section 10 — Resignation, termination, and absences: Resignation from the board must be in writing and received by the secretary.  A board members shall be terminated from the board due to excess absences, more than two unexcused absences from board meetings in a year. A board member may be removed for other reasons by a three-fourths vote of the remaining directors

Section 11 — Special meetings:  Special meetings of the board shall be called upon the request of the chair, or one-third of the board. Notices of special meetings shall be sent out by the secretary to each board member at least one week in advance.

Article IV. Committees

Section 1 — Committee formation: The board may create committees as needed, such as fundraising, public relations, data collection, etc. The board Chair appoints all committee chairs. 

Section 2 — Executive Committee: The four officers serve as the members of the Executive Committee. Except for the power to amend the articles of incorporation and bylaws, the Executive Committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board of directors, and is subject to the direction and control of the full board.

Section 3 — Finance Committee: The treasurer is the chair of the Finance Committee, which includes three other board members. The Finance Committee is responsible for developing and reviewing fiscal procedures,  and annual budget with staff and other board members. The board must approve the budget and all expenditures must be within budget. The Board or the Executive Committee must approve any major change in the budget.  Annual reports are required to be submitted to the board showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to board members and the public.

Section 4—Fundraising Committee:  The Chair shall appoint the chair of the fundraising committee.  The committee is responsible for the development of the fundraising plan and the  carrying out the fundraising plan.  Any major changes to the plan require approval of the board of the Executive Committee. The committee is required to submit an annual report to the Board.

Section 5—Planning Committee: The Chair shall appoint the chair of the planning committee.  The Planning Committee is responsible for parks development and planning of activities/events.  The committee is required to submit an annual report to the Board.

Article V. Voting

Section 1: A majority of board members constitutes a quorum. (b) In absence of a quorum, no formal action shall be taken except to adjourn the meeting to a subsequent date.

Section  2: Passage of a motion requires a simple majority (ie, one more than half the members present).

 

ARTICLE VI   ORDER OF BUSINESS
 
1. Roll Call.
2. Reading of the Minutes of the preceding meeting.
3. Reports of Committees.
4. Reports of Officers.
5. Unfinished Business.
6. New Business.
7. Adjournments.

Article VII. Conflict of Interest

Section 1: Any member of the board who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the Board, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, will offer to the Board to voluntarily excuse him/herself and will vacate his/her seat and refrain from discussion and voting on said item.

Article VIII. Fiscal Policies

Section1: The fiscal year of the board shall be October 1-September 30 of the following year.

Article  IX. Amendments

Section 1: These by-laws may be amended by a two-third vote of Board members present at any meeting, provided a quorum is present and provide a copy of the proposed amendmend(s) are provided to each Board member at least one week prior to said meeting.