Bylaws of the Friends of Binney Park

Sept 10, 2022

Mission Statement of The Friends of Binney Park 

The Friends of Binney Park is a non-governmental volunteer advocacy group endeavoring to preserve and enhance Binney Park in Old Greenwich, Connecticut for the benefit of the community and the public. Friends of Binney Park supports projects and programs affecting the future of Binney Park and promotes proper uses of Binney Park. The Friends of Binney Park functions independently from other organizations but works with the Town of Greenwich to establish long range plans, best policies, and practices. It also communicates information about Binney to its members and the public.

Article I. Membership

Section 1. Membership. Membership shall be open to any individual who supports the purposes of the Friends of Binney Park (hereafter referred to as either FoBP or Friends) and makes a stipulated minimum annual financial contribution to become a member.  Contribution categories and fees to participate shall be periodically reviewed and determined by the Board of Directors, hereinafter referred to as the Board.  (At the point of establishment – September 10, 2022 - no fees will be charged for at least the first six months.)

Section 2. Honorary Life Membership.  Honorary life membership may be conferred upon certain individuals by a two-thirds vote of the full Board in recognition of distinguished service or monetary contributions to Binney Park.  Honorary life members shall be periodically recognized for their service and shall not be required to make an annual contribution. 

Article II. Meetings of the Membership 

Section 1. Annual Meeting.  An annual meeting of the members of the FoBP shall be held at a time and place deemed appropriate by the Board.  The purpose of the Annual Meeting shall be to elect officers and Directors and to review the year’s activity.  Notice of the place, date and hour of such meeting shall be communicated to the membership of the FoBP at least 30 days in advance.  Each individual member or group member (family) participating in the annual meeting shall be entitled to one vote at such meeting.

Section 2. Other meetings.  Special meetings of the members may be called by the President.

Section 3. Proxy Voting.  Proxy voting shall be permitted.

Article III. Board of Directors (at times referred to as the Board)

Section 1. Duties. The activities and affairs of the Association shall be managed by its Board.

  1. Directors must attend/participate in a minimum of one half of regular meetings of the Board each year or be subject to dismissal.

  2. Directors are expected to be active members and volunteer to serve on established committees, either standing or otherwise, and assist with projects as determined by the Board to be in the interests of the organization.

  3. Directors shall serve without compensation.

Section 2. Number of Directors. The number of Directors who constitute the Board shall be not less than 5 nor more than 16.

Section 3. Elections. A proposed slate of Directors, chosen from among the membership of the FoBP, shall be presented to the Board by the Nominating Committee which will be comprised of three members in good standing and two active board members not up for election at that time.  The slate shall then be available to the membership at least 30 days before the annual meeting.

  1. Nominations may also be made from the floor at the annual meetings.

  2. Directors shall be elected by a simple majority of those attending the annual meeting.

Section 4. Terms. The terms of Directors shall be staggered so approximately one third of the Board is elected each year at the annual meeting.

  1. Directors shall serve for two years terms and may be elected to no more than three consecutive terms.

  2. Any Director who serves three full consecutive (2 year) terms shall be ineligible for reelection as a Director until at least an additional three years have elapsed.

  3. Directors serving a second two-year term may be replaced and assume office as an officer. 

Section 5. Meetings.  Regular meetings of the Board shall be held at such time and place as may be determined by the Board. Ideally three-four Board meetings, one in early spring, mid -summer and mid-fall, should be held.  At the spring meeting, the President of the Board will outline in writing goals to be accomplished during the following twelve months.  The fall meeting will evaluate what has been accomplished in the previous summer months and address needs to be accomplished for future periods. The winter meeting serves as an annual meeting unless otherwise agreed to by the majority of the Board. 

  1. Special meetings of the Board shall be held upon the call of the President or of three Directors.

  2. At all meetings of the Board, a simple majority of the Directors shall constitute a quorum.

Section 6. Vacancies and Resignations

  1. In the event of a resignation prior to an expired term, the position shall be filled by the Board determining an appropriate candidate and electing that individual by a two-thirds vote. 

  2. Any Director may resign at any time by delivering written notice of his or her resignation to the Board.  Such resignation shall be effective upon receipt unless specified to be effective at some other time and without the necessity of it being accepted unless the resignation shall so state. 

  3. The Directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number, subject to any requirements as to the number of Directors required for a quorum or for any vote or other action.  

Article IV. Officers

Section 1. Duties

President

  1. Calls and presides over the meetings of the Board and the annual meeting

  2. Appoints chairs of all committees

  3. Serves as an ex-officio member of all committees 

  4. Coordinates the FoBP day-to-day activities

  5. Represents the FoBP and speaks as its chief executive

  6. Acts as the key communications link with Town of Greenwich officials 

  7. Prepares an annual report to all members for the annual meeting of the FoBP 

  8. Serves, along with the Treasurer, as a signatory on all FoBP financial accounts

  9. Transfers all records to his or her successor

Vice-President

Assists the President and assume the duties of the President in the latter’s absence.

Secretary

Keep a true and complete record of all meetings. Transfer all records to his or her successor.

Treasurer

  1. Maintains the FoBP’s financial and accounting records.

  2. Reports the Friends’ financial position and results of operations at Board meeting.

  3. Assures that all funds due to the FoBP are collected and promptly deposited in a manner designated by the Board.

  4. Executes investment policies as directed by the Board.

  5. Makes duly authorized disbursements on the FoBP’s behalf.

  6. Prepares the annual statement of income and expenditures for the fiscal year.

  7. Serves as a signatory on the Friends' investment and operating accounts

  8. Serves as a member of the Finance Committee.

  9. Transfer all records to his or her successor

Section 2. Nomination and election. 

There shall be a President, Vice-President, Secretary, and Treasurer,

and such other officers, if any, as the Board may from time to time, in its discretion, elect or appoint.

a) A proposed slate of officers, chosen from among the members of the Friends, shall be presented

to the Board by the Nominating Committee following the fall meeting. The slate shall then be

available to the membership at least 30 days before the annual meeting.

b) Nominations for all offices may also be made from the floor at the annual meeting.

c) Officers shall be elected by a simple majority of those attending the annual meeting using a voice

vote.

Section 3. Terms

a) Officers shall be elected for terms of one year.

b) Officers may not serve more than three terms in the same office.

c) No person may hold two or more offices simultaneously.

d) Officers shall serve without compensation.

Section 4. Vacancies, Resignation, Removal

a) Pending new elections, the Board shall designate interim officers for all vacancies.

b) An officer may resign at any time by delivering written notice of his or her resignation to the

Board. Such resignation shall be effective upon receipt unless specified to be effective at some

other time, and without the necessity of it being accepted unless the resignation shall so state.

c) An officer may be removed from office only by a majority vote of the full Board. No officer shall

be permitted to vote on the decision of his or her removal.

Article V. Committees

Section 1. Standing Committees. The Friends shall have such Standing Committees as may be determined by the Board.  Chairs of all Standing Committees shall be members of the Board, appointed by the President.

Section 2. Finance Committee. The Finance Committee shall consist of the Treasurer and two Directors appointed by the Board on nomination by the President.  The members shall serve the lesser of one year or until the expiration of their terms as Directors.  The Treasurer may not serve as the Committee’s Chairman.  The Finance Committee shall oversee the Treasurer in carrying out his/her duties, recommend financial and investment policies to the Board, review monthly financial reports, review tax returns prior to filing, and carry out such other functions from time to time as requested by the Board.

Section 3. Nominating Committee. The Nominating Committee shall consist of three Directors appointed by the President plus two regular FoBP members in good standing.  The committee shall recommend a slate of Officers and Directors for the coming year to the membership at the Annual Meeting.  All Nominating Committee participants will serve a one-year term and may not be appointed in succession without a two-year vacancy. The outgoing President may serve as a non-voting advisor to the Nominating Committee for one year.

Section 4. Ad Hoc Committees. The President or the Board may designate ad hoc committees as needed.

Article VI. Annual Business

Section 1. Fiscal Year. The fiscal year of the Friends of Binney Park shall be January 1 – December 31

Section 2. Budget. A proposed budget showing anticipated revenue and planned expenditures for the coming fiscal year shall be presented to the Board for approval.  The budget shall be sent to the Board at least 30 days before the date of the annual meeting.

Article VII. Amendment of Bylaws

The by-laws may be changed only by a two-thirds majority of the Board of Directors.  Written notice of the proposed changes shall be sent to the Directors at least 30 days before the date of the meeting to consider such changes.

Note: If the organization becomes a 501c3, it might be included in these by-laws. However, in the near term it is more likely that the FoBP will use the foundation account of the Parks & Recreation Department for purposes of sheltering any funds for tax purposes.