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BY-LAWS of FRIENDS OF THE HARBOR CENTER |
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The administration and operation of The Friends of the Harbor Center Board shall be governed by the By-Laws which are hereby adopted and hereinafter set forth:
ARTICLE I
ORDER OF BUSINESS
a) Election of presiding officer of the meeting (if necessary)
b) Calling of the roll
c) Reading and disposal of any unapproved minutes
d) Reports of officers
e) Reports of committees
f) Unfinished business
g) New business
h) Adjournment
ARTICLE II
BOARD MEMBERS
Powers and Duties. Except as it is otherwise provided in the By-Laws, all the powers, rights, privileges, capacities, immunities and duties of this board set forth in the By-Laws and provided by law shall be exercised by the Board Members.
Regular Meetings. Regular meetings of the Board Members may be held at such time and place as shall be determined from time to time, by a majority of the board members. Notice of meetings shall be given to each board member personally or by mail, telephone, fax or e-mail at least three (3) days prior to the day named for such meeting.
Special Meetings. Special meetings of the Board Members may be called at any time by the President and Vice-President and shall be called by such officers upon receipt of a written request from at least fifty per cent (50%) of the Board Members.
Quorum. A majority of the Board Members shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the Board Members shall be the acts of the Board Members.
Presiding officer. The presiding officer of the Board Members' meetings shall be the president of the board. In the absence of the presiding officer the vice-president of the board shall preside. In the absence of the presiding officer and the vice-president of the board the Board Members present shall designate one of their number to preside.
ARTICLE III
OFFICERS
1. Designation. The executive officers of the board shall be a President, Vice President and a Secretary/Treasurer, all of whom shall be Board Members. A member of the Harbor Center staff will be responsible for the minutes of the meetings. The Board Members may from time to time appoint such other officers and designate their powers and duties as the board shall find to be required to manager the affairs of the board.
2. Election of Officers. All officers shall be elected annually (in December) by the Board Members and may be peremptorily removed by vote of the Board Members with or without cause at any meeting of the board.
3. President. The President shall be the chief executive officer of the board. (S)he shall preside at all meetings of the Board Members and shall possess, generally, all the powers, rights, privileges, capacities and duties which are customarily vested in the office of president of a corporation.
4. Vice-President. The Vice-President shall, in the absence, disability or incapacity of the President possess and exercise, generally, all the powers, rights, privileges, capacities and duties of the President. In the absence, disability or incapacity of both the President and Vice-President the Board Members shall appoint some other members of the board to exercise such powers, rights, privileges, capacities and duties as they shall find to be required to manage the affairs of the board..
5. Secretary/Treasurer. The Secretary/Treasurer shall attend to the giving and serving of all notices to the Board Members and other notices required by law. (S)he shall keep the records of the board, and shall perform all other duties customarily vested in the office of the Secretary of a corporation as may from time to time be required by the Board Members. The Secretary/Treasurer shall be responsible for keeping full and accurate financial records and books of accounts showing all receipts and disbursements, and for the preparation of all required financial statements. (S)he shall be responsible for the deposit of all monies and other valuable effects in the name of the board, in such depositories as may from time to time be designated by the board, and shall perform such other duties customarily vested in the office of the Treasurer of a corporation as may from time to time be required by the Board Members.
6. Minutes. A member of the Harbor Center staff, shall at all times, be responsible for keeping the minutes of all meetings of the Board Members.
7. Compensation of officers. The officers of the Friends of the Harbor Center shall serve without compensation.
8. Special Considerations.
a. Board shall be made up of a minimum of 13 people not to exceed 19.
b. Half of the members shall serve a three (3) year term for initial term only and other half will serve two (2) year term. After initial terms all members shall serve two year terms.
c. Members shall have the ability to serve two consecutive terms. Additional terms may only be served after a twelve (12) month period off on the Board.
d. The General Manager of the Harbor Center, and Chair/Chairs of the Development committee of the East St. Tammany Events Center Board shall serve on the Friends of the Harbor Center Board as non-voting members.
e. Should a member leave before the end of their term the replacing member shall serve a new complete term of two years.
f. The initial members will be invited to join by the Development Committee of the East St. Tammany Events Center Board.
g. One position shall be available for the Hotel/Motel association to fill as they see fit.
h. One position shall be filled by the Executive Director of Economic Development Foundation or by the Director's designation.
i. One position shall be filled by The Tourist Commission Executive Director or by the Director's designation.
j. After initial appointments, reappointments will be filled by the Friends of the Harbor Center Board. Spaces shall be filled by nominations made by the Friends of the Harbor Center Board. Decisions for memberships for the spaces shall be decided by Board vote.
k. The Board shall make a quarterly activity presentation to the East St. Tammany Events Center Commission.
ARTICLE IV
ACCOUNTING RECORDS AND REPORTS
The board shall maintain accounting records and reports according to good accounting practices which shall be available at the Harbor Center main office for inspection by Board Members at reasonable times. The records and reports shall include, but not be limited to, the following: (1) An itemized record of all its assets, liabilities, receipts, disbursements, expenditures, gains, losses, capital and surplus; (2) Records of the meetings of its Board Members and of committees of the Board; and (3) Separate records of all trust funds held by it.
The records of the board may be in written form or in any other form capable of being converted into written form within a reasonable period of time.
Every board member may examine in person, or by agent or attorney, at any reasonable time the records of the board.
ARTICLE V
PARLIMENTARY PROCEDURE
All of the meetings of the Friends of the Harbor Center Board shall be conducted in accordance with Roberts' Rules of Order (as amended from time to time).
ARTICLE VI
FISCAL MANAGEMENT
ARTICLE VII
AMENDMENTS
The By-Laws of the board shall be amended in the following manner:
1. Notice of the subject matter of the proposed amendment in reasonably detailed form shall be included in the notice of any meeting at which a proposed amendment is to be considered.
2. A resolution for the adoption of a proposed amendment to the By-Laws may be approved by the Board Members. A copy of each amendment adopted shall be certified by at least two (2) officers of the board. Copies of the same shall be sent to each Board Member. |
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Mission of the Board:
To develop and execute creative ways to raise funds. To seek out other funding methods such as grants, endowments, gift opportunities or Harbor Center sponsorship opportunities. To coordinate with the Harbor Center staff to utilize the funds for producing events, bidding on events or purchasing items to enhance the center’s aesthetics or marketability. Revenues of the Friend’s of the Harbor Center Corporation are to be dedicated to the exclusive or sole benefit of the Northshore Harbor Center. |
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