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By-Laws of the Airlie Gardens Foundation Board of Directors, Inc. BY-LAWS OF THE AIRLIE GARDENS FOUNDATION BOARD OF DIRECTORS, INC. Article I - Purpose Section 1: Mission Statement: To ensure and help preserve Airlie Gardens as an outstanding, historic public garden with cultural and environmental programs developed to serve New Hanover County residents and other visitors far and near. . Section 2: The general purposes of the Airlie Gardens Foundation Board of Directors (hereinafter referred to as the Board) are as follows: To ensure an outstanding visitor experience utilizing educational workshops, onsite lectures and events that will further the mission of the Gardens. To establish a business model that will promote the goal of total sustainability through a mixture of ticket sales, foundation grants, sponsorships, workshops and annual events. To establish an endowment and receive and distribute monies for prospective funding of capital improvements at Airlie Gardens. To encourage the dissemination of knowledge of the history and natural heritage of Southeastern North Carolina. To arrange for such meetings of the Board or other interested individuals, as may be legally necessary or considered desirable in the furtherance of the aims and purposes of Airlie Gardens. To encourage and arrange for gifts, grants, bequests, and devises to the Foundation for its work in the furtherance of the objectives for which it is organized, and to provide for the proper expenditure, use, and conservation of all gifts, grants, bequests, and devises so received. To serve in an advisory capacity to the gardens staff & County Commissioners including providing advice for operations, policy, capital improvements and program development. To provide oversight to all internal groups including but not limited to: Volunteers, special event committees and the Airlie Gardens Guild. To foster relationships with other related organizations. To serve as ambassadors for the Gardens to the community. To participate in and support Airlie Gardens events and programs. Article II - Membership Section 1: The Corporation will not have members for governance purposes, however the Board may solicit members for the promotion and furtherance of the Airlie mission. Article III – Directors Section 1: Composition of the Board. The Board shall consist of Eleven (11) members, all of which shall be appointed by the New Hanover County Commissioners as follows: One (1) County Commissioner Nine (9) At large members appointed by the County Commissioners The following Board member shall serve by virtue of their position, as indicated: One (1) Member of the Corbett family or its descendant appointed by the New Hanover County Commissioners Section 2: Honorary Directors. In recognition of significant service to the Foundation or contributions of other nature, the Board of Directors may also appoint honorary or emeritus directors. Such directors shall be considered ex officio members of the Board but shall not have the power to vote at Board meetings. Section 3: Elections, Terms, and Vacancies. Terms of directors will be for three (3) years and will begin on July 1 of the year following their appointment and expire on June 30 of the last year of their terms. Directors, appointed or ratified by the New Hanover County Board of Commissioners may serve a maximum of two consecutive terms (six years); they will again be eligible for appointment to the Board after one year off the Board. Section 4: Ex Officio Members (non-voting): Ex-Officio members may be appointed by the Board at their discretion for an initial term of one year. Section 5: Quorum. A simple majority of all duly appointed members of the Board (11) with the power to vote shall constitute a quorum at any meeting of the Board (6 necessary). Section 6: Function. The Board of Directors shall be the governing body of the Foundation. Section 7: Attendance and Participation Requirements – All board members shall serve on at least one standing committee of the Board and shall not miss more than 25% of the meetings of the Foundation and their assigned committee without prior notice of absence and excuse at the discretion of the Board President. Section 8: Upon being appointed a Board member will sign a “Commitment to Serve”, “A Code of Ethics” and “A Conflict of Interest” Document. Therefore, at each Board meeting, any Board member having a known conflict with any action to be taken at that particular meeting, will immediately notify the Board of that conflict. Article IV – Officers Section 1: Officers. The officers of the Board shall be a President, a Vice-President a Secretary, a Treasurer, and such other officers or agents as the Board deems necessary. The Officers of the Board shall be hereinafter referred to as the Executive Committee. Section 2: Method of Election. Vacancies. The Board President shall appoint an election committee that will present a slate of officers for consideration and election at the May meeting of the Board. Other candidates may be solicited from the floor at this meeting. The officers shall be elected by a majority of the Board members present at the May Board meeting. They shall hold office two years (one term) following their election or until successors are elected. Officers may serve a maximum of four years (2 terms). They will again be eligible for election as officers one year after the completion of a second consecutive term. A candidate for a vacancy in any office shall be presented to the Board by the Executive Committee for its approval for the unexpired term of the official whose term is not completed. Section 3: Duties of Officers. President. The President shall be responsible for carrying out the policies adopted by the Board. He or she shall preside at all of the Board meetings and all meetings of the Executive Committee. He or she shall execute all deeds, contracts, agreements, transfers, and such other instruments as may be ordered by the Board. Vice-Presidents. The Vice-President shall perform such duties as may be prescribed by the Board, the Executive Committee, or the President. The Vice-President may, in case of the absence or disability of the President, be assigned by the Board or Executive Committee to perform any or all of the duties of the President. . Secretary. The Secretary shall preserve in the books of the Board true records and minutes of all meetings of the Board, and Executive Committee. The Board shall operate under an annual budget as recommended by the Director and the Treasurer and as amended and adopted by the Board or by the Executive Committee acting for the Board. Treasurer. The Treasurer shall review and authorize disbursement of funds according to the budget and transfer funds among bank and investment accounts, shall periodically review the status of the budget, interim financial statements, and the transactions and books of the Board: shall monitor investment accounts and performance and shall recommend changes to the Executive Committee and the Board. The Treasurer shall review the annual independent audit and recommend and monitor corrective action, and shall render to the Executive Committee and the Board accounts of all fiscal transactions and of the financial condition of the Foundation. Article V – Executive Committee Section 1: Composition. The Executive Committee shall consist of the: President of the Foundation Vice President of the Foundation Secretary of the Foundation Treasurer of the Foundation Director of Airlie Gardens (Non-Voting Member) The President shall serve as Chairman of the Executive Committee Section 2: Function. The Executive Committee shall act between the meetings of the Board and shall possess all the powers of the Board in regard to the conduct of the business of the Board provided, however, that the Executive Committee shall have no power to alter or amend the By-laws of the Foundation. The Executive Committee shall oversee the solicitation, receipt, and disbursement of Foundation funds within the approved annual budget and in accordance with the budgeting procedures established by the Board. The Executive Committee shall also disburse to the Garden funds or grants raised or donated for specific Garden purposes. Members of the Board will be charged with seeking qualified applicants for the at-large positions on the Airlie Gardens Board and encouraging them to apply to the New Hanover County Board of Commissioners. Section 3: Procedure. Executive Committee action may be taken on simple majority vote by mail, email or other recorded devices if a meeting is not practical. Section 4: Quorum. Three (3) members of the Executive Committee shall constitute a quorum at any meeting of the Committee. Article VI – Committees Section 1: Committees. The Board may, by resolution, provide for any and all committees necessary for the proper conduct of the affairs of the Board. Committees may also be established by the President along with the approval of the Executive Committee as is deemed necessary. The duties and responsibilities of each committee, not inconsistent with the By-laws, shall be determined by the Board or the Executive Committee. The President and the Director of Airlie Gardens shall be members ex officio of each committee and shall have the power to vote in committee meetings. All other members shall be appointed for certain terms by the Board or by the Executive Committee acting for the Board. Vacancies shall be filled by appointment of the President for unexpired terms. Section 2: Standing Committees (as needed): The standing committees of the Board are: Finance – Reviews the annual budget, performs a monthly review of the financial records, prepares a monthly report to the Board and ensures financial transactions are conducted in accordance with documented fiscal and investment policies of the Board. Also reviews Endowment Fund investment strategies with Financial Advisors. Buildings & Grounds-Works with Airlie Gardens Staff and Director to review buildings and grounds upgrade recommendations. Reports to the Board recommendations to the Buildings and grounds that will require a capital expenditure outside of the normal yearly maintenance. Development – Subcommittees – Capital Campaign, Endowment, Annual Fund/Membership-Works with the sponsorship committee and Donor Relations Director to grow sponsors and memberships. Marketing and Outreach – Subcommittees – Events, Education, Volunteers and Marketing-works with Airlie Gardens staff to promote Airlie Gardens events, grow Airlie visibility both in New Hanover County and outside the community; review marketing strategy to ensure efficient advertising spending. Non-Board members may serve on the standing committees of the Board. The committee chair must be a member of the Airlie Gardens Foundation. Article VII – Meetings of the Foundation Section 1: Regular Meetings. There shall be an annual meeting of the Board of Directors of the Foundation, to be held in August in Wilmington, North Carolina, together with such additional meetings as the Board of Directors may schedule. Section 2: Emergency Meetings. In the event, emergency meetings of the Board are required outside of the normal meeting schedule, these may be called by the President or a majority of the Executive Committee. If voting is required by the Board on an action to be taken, this action may be taken on a simple majority by mail, email or recorded devices if a face to face meeting is not practical. Section 3: Notice. Notice of regular meetings shall be communicated to the Board at least five (5) days prior to the scheduled date set for the regular meeting of the Board. This notice may be communicated by email, regular mail or phone. Notice of emergency meetings will be communicated to the Board members by mail, email or recorded devices as soon as practical. Article VIII – Fiscal Year Section 1: Duration. The fiscal year of the Foundation shall be from July 1 through June 30 inclusive. The Airlie Garden Board shall adopt an operating budget (1) month after the New County Government has approved and adopted their budget respectively or as soon as practical thereafter. Article IX – Amendments Section 1: Method. These By-laws may be amended, altered, or repealed by a recommendation of the Board at any regular meeting or at any special meeting (provided notice of the proposed change or amendment is given in the notice of such special meeting), with final approval by the New Hanover County Board of Commissioners. . Board Approval of Amendments: May 21, 2018