FRIENDS OF THE PARKS OF LAKEWAY

CONSTITUTION AND BY-LAWS

(as amended January 27, 2011)

ARTICLE I – NAME, MISSION, AND PURPOSE

SECTION 1. NAMEThe name of this organization shall be the “Friends of the Parks of Lakeway,” hereinafter referred to as “FRIENDS.’

SECTION 2. MISSION.The mission of FRIENDS shall be to involve and educate volunteers in all aspects of the improvement, maintenance, and beautification of the parks, greenbelts, and public lands through the use of native trees, shrubs, and grasses.

SECTION 3. PURPOSE.The purpose of FRIENDS shall be:

  1. To improve, maintain, and beautify Lakeway’s parks and greenbelts for public enjoyment, through the efforts of volunteer workers.
  2. To provide educational programs to the community concerning the requirements for successful growing of trees, plants, and shrubs in the unique environment of the Texas Hill Country
  3. To sponsor the Trees for Lakeway program of FRIENDS to plant appropriate trees in designated city properties to add to the diversity and quality of the tree population of the City of Lakeway.
  4. FRIENDS will accomplish this purpose as a federally tax exempt public charity qualifying under IRS code, Section 501(c)(3), as “Other Charitable Organizations” which benefit the public by “erection and maintenance of public buildings, monuments, or works” and Section 509(a)(1) as a “publicly supported organization,” which complies with the “one-third support test.”
  5. Said organization (FRIENDS) is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

ARTICLE II - MEMBERSHIP DUES, AND FEES

SECTION 1. - QUALIFICATIONS. Regular membership shall be offered to all:

a.Residents of the City of Lakeway, TX.

b.Owners of real estate in the City of Lakeway, TX

c.Other interested individuals

SECTION 2. DUES. The annual membership dues shall be determined by a majority vote of the FRIENDS Board of Directors:

a.The annual membership dues shall cover all members of a family;

b.Dues are payable on or before January 1 each year, and not later than April 1 for a member to be considered in good standing.

ARTICLE III –MEMBERSHIP MEETINGS

SECTION 1. REGULAR MEETINGS. An annual General Membership meeting shall be held every January at adate, time and place determined by the Board of Directors.

SECTION 2. SPECIAL MEETINGS. Special meetings may be called by the Chair or the Board of Directors.

SECTION 3 QUORUM. A quorum at any FRIENDS meeting requires 20% of the regular adult membership to be present to transact business.

ARTICLE IV - BOARD OF DIRECTORS

SECTION 1. GENERAL POWERS. The affairs of FRIENDS shall be managed by the Board of Directors, as provided for in SECTION 3.

SECTION 2. NUMBER, TERM, AND QUALIFICATION. The Board shall consist of no fewerthan six (6), nor more than ten (10) members, one of whom shall be theretiring Chair. Four (4) shall be the elected positions of Chair/Co-Chair, Vice Chair, Secretary, and Treasurer. These officers and additionalDirectors shall be elected by the membership. All persons shall be elected for two-year terms.

SECTION 3. POSITION DESCRIPTIONS. The duties of the electedofficersshall be as follows:

a.Chair. Chief Administrative Officer of FRIENDS. Chairs the Board meetings, as well as regular membership meetings. Appoints committee chairs.

b.Vice Chair. Performs duties assigned by the Chair, performs duties of the Chair in his or her absence, and is responsible forarranging and scheduling Board of Directors and Annual Membership Meetings. Serves closely with all committees.

c.Secretary. Maintains membership rosters, conducts FRIENDS correspondence, maintains meeting minutes.

d.Treasurer. Receives and serves as custodian for all monies collected for dues or special gifts, pays all bills or disbursements, keeps complete and accurate records in order to prepare periodic financial reports at the direction of the Chair.

e.Director. AdditionalDirectorswill be responsible for special projects as designated by the Chair.

SECTION 4. VACANCIES. May be filled by the Board of Directors appointing a member from the general membership to fill the unexpired term.

SECTION 5. BOARD OF DIRECTORS MEETINGS. Meetings may be called by the Chair, or by any three Directors.

SECTION 6. QUORUM. 50% or more of total number of directors must be present.

SECTION 7. AUTHORITY. Any single expenditure of:

  1. Up to $200 may be approved by the Chair;
  1. $201 to $1,000 must receive the approval of the Board of Directors;
  1. over $1,000, must be approved by the General Membership.

SECTION 8. ELECTION. FRIENDS Directors shall be elected by the membership at theAnnual Membership meeting of even numbered years, and shall take office immediately. Nominees for officers will be determined by a sub committee, headed by the seated Retired Chair, and consisting of no less that three(3) FRIENDS members who are not on the current Board of Directors.

SECTION 9. REMOVAL. Any Director may be removed from office with just cause by a affirmative vote of 2/3's of the members present at a regular meeting of the membership.

ARTICLE V – COMMITTEES

SECTION 1. SPECIAL COMMITTEES. May be established by the Board of Directors to perform special projects.

SECTION 2. STANDING COMMITTEES. May be established by the Board of Directors to fulfill long-term needs of FRIENDS.

SECTION 3. COMPOSITION. Each committee shall be headed by a Committee Chair appointed by the Board. Members of the committee shall be selected jointly by the Chair of the Board and the Committee Chair.

ARTICLE VI - DEDICATION AND DISTRIBUTION OF ASSETS

SECTION 1. DEDICATION OF ASSETS. Assets of FRIENDS shall be permanently dedicated to the improving and maintaining of the parks and greenbelts of the City of Lakeway.

SECTION 2. DISSOLUTION OF ORGANIZATION. Upon the dissolution of FRIENDS, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization 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.

ARTICLE VII - GENERAL PROVISIONS

SECTION 1. FISCAL YEAR- The fiscal year of FRIENDS shall be the calendar year, January through December.

SECTION 2. CONTRACTS, LOANS, AND DEPOSITS. All such FRIENDS management issues will be decided by the Board of Directors, and funds not otherwise employed shall be deposited to the credit of FRIENDS in such depository as the Board shall direct.

SECTION 3. LIABILITY. In the event of any lawsuit or cause of action against FRIENDS, based on allegation of FRIENDS torts, any judgment recovered may be satisfied only from the funds and property of FRIENDS.

SECTION 4. AMENDMENTS. These by-laws may be amended or repealed and new by-laws adopted by the membership, by a 2/3's majority of members present at a regular membership meeting.

SECTION 5. SPECIFIC EXCLUSIONS:

a.No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or others private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributionsto members for actual expenses and in furtherance of the purposes set forth in the purpose clause hereof.

b.No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.

  1. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (A) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (B) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

DATE OF ACCEPTANCE OF THESE BY LAWS, AS AMENDED, BY THE BOARD OF DIRECTORS AND THE MEMBERSHIP OF FRIENDS OF THE PARKS OF LAKEWAY:

JANUARY 27, 2011

AUTHENTICATED BY:

NAMESIGNATUREOFFICE HELD DATE

1.

2.

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