The Friends of Fort Cooper, Inc.
                       A Florida Not-for-Profit Corporation
                                           BYLAWS

The Friends of Fort Cooper, Inc.
A Florida Not-for-Profit Corporation
BYLAWS
Revised and Amended on October 3, 2017

ARTICLE 1
Name and Principal Office
The name of this Corporation is The Friends of Fort Cooper, Inc., herein after referred to as The Friends. The principal office of The Friends is located at 3100 South Old Floral City Road, Inverness, Florida, 34450.

ARTICLE 2
Purpose and Objectives
The Friends are organized to operate exclusively for educational and charitable purposes and to function as a support group for Fort Cooper State Park. The Friends will work to increase public awareness about the park and its local heritage and will provide volunteer service for the advancement of park programs. The Friends will assist the State of Florida Department of Environmental Protection with the preservation and conservation of park property including structures, grounds, recreational facilities, and Lake Holathlikaha. The Friends may raise funds through donations, gifts, contributions, product sales and grants. No shares of stock will be issued, nor dividends paid, nor income distributed to any officer or member, except in accordance with the rules of the Internal Revenue Code, as amended, with respect to a 501(c)(3) non-profit corporation.

ARTICLE 3
Membership
SECTION 3.1 – General. The Friends shall be composed of any Individual or Family admitted to Membership. Individuals and Families interested in the objectives of The Friends may be eligible for Membership, except for any person who is listed as a sexual offender or predator. A Family includes the parent(s)/guardian(s) and any minor children age 17 and under. The Friends shall not discriminate based on sex, age, race, religion or national origin. SECTION 3.2 – Dues. Membership dues shall be $5.00 for Individuals and $15 for a Family. Memberships are for one calendar year and must be renewed annually. Dues shall be paid no later than the first day of March of each year. Members who join The Friends in November or December may have their dues applied to cover the next calendar year membership.
SECTION 3.3 – Meetings. Regular meetings of The Friends shall be held on the first Tuesday of each month at Fort Cooper State Park or at such time and place as designated by a majority vote of the Membership. Special meetings shall be held as called by the President or by a majority of the Board of Directors. The Annual meeting of the Membership shall be held in November of each year at such time and place as designated by the President. Robert’s Rules of Order (Newly Revised) shall govern the conduct and business of all meetings.
SECTION 3.4 – Voting. Each Individual member shall be entitled to one vote on any voting matter of business during meetings of The Friends. Each Family membership will be entitled to two votes on any voting matter of business during meetings of The Friends. Individual members must be present to vote and at least two members of a Family must be present to have two votes. Should only one member of a Family be present, only one vote shall be counted for that Family membership.
SECTION 3.5 – Quorum. Twenty percent (20%) of the Membership shall constitute a quorum for the transaction of all business at any Regular meeting of The Friends. The Secretary will examine the Membership role and determine if a quorum is present for the transaction of business. Should a quorum not be present, the meeting may continue but there shall be no lawful transaction of business on behalf of The Friends.
SECTION 3.6 – Termination of Membership. Membership in The Friends may be terminated in any one of the following manners: • By the voluntary written or verbal resignation of any member. • By expulsion for blatantly violating any of these Bylaws, or for violating park rules or regulations, or for criminal activity, or for behavior not reflecting the best interest of The Friends. Expulsion requires a majority vote of the Membership at a Regular or Special Meeting in which a quorum is present. • By the non-payment of Membership Dues.

ARTICLE 4
Board of Directors
SECTION 4.1 – Members. The business and affairs of The Friends shall be managed and directed by the Board of Directors which shall consist of not less than five (5) or more than fifteen (15) individuals, elected by the Membership at the Annual Meeting of the Membership. Directors shall serve for a term of one (1) calendar year or until their successors are duly elected. The Officers of The Friends, as defined in Article 5, are included as Members of the Board of Directors.
SECTION 4.2 – Meetings. The Board of Directors shall meet during the final week of August, October, February and April, as set by the President. Special meetings of the Board of Directors shall be held whenever called by the President of The Friends or by any three (3) Directors being in office. The Secretary of The Friends shall give notice of each Special meeting by contacting each Director at least forty-eight (48) hours prior to the meeting. Unless otherwise indicated in the notice thereof, any business may be transacted at a Special meeting. Business transacted, however, must be presented at the next Regular or Special meeting of the Membership in order for Membership voting to take place and a lawful decision to be made on the business at hand.
SECTION 4.3 – Voting. The Board of Directors may vote on recommendations to be brought before the Membership of The Friends, but the Board has no final decision making authority on business discussed at Board Meeting. All lawful business decisions must be made by vote at a meeting of the Membership of The Friends.
SECTION 4.4 – Quorum. During Board Meetings, a quorum exists when a majority of the Board of Directors is present. Any business at a Board Meeting should be presented at the next meeting of the Membership for approval.
SECTION 4.5 – Removal from Office. Any member of the Board may be removed from office by a majority vote of the Membership at any meeting in which a quorum is present. Such action must be based on Article 3, Section 6 of these By-laws.

ARTICLE 5
Officers
SECTION 5.1 – General. The Officers of The Friends shall consist of a President, Vice President, Secretary, and Treasurer. The term of office for each of these positions shall be for one (1) year or until a successor is elected. Should an Officer position be left open at an election, the position of Secretary and Treasurer or the position of Vice President and Treasurer may be held by the same individual. The Membership of The Friends shall have authority to elect such other officers and agents as it may deem necessary who shall exercise such powers and perform such duties as the Membership may determine from time to time.
SECTION 5.2 – President. The President shall preside at all meetings of The Friends and its Board of Directors and shall have general supervision of the business and affairs of The Friends subject to the control of the Board of Directors. The President shall appoint committee members and shall be an ex-officio member of all standing committees and all special committees. SECTION 5.3 – Vice President. The Vice President shall assist the President in the discharge of such duties as required and shall, in the absence or disability of the President, preside at all meetings and perform the duties of the President. In the event the office of President becomes vacant, the Vice President shall become the President until the next election. If the Treasurer position is left unfilled at election or becomes vacant during the year, the Vice President may hold two offices, that of Vice President and Treasurer, as determined by a vote of the Membership.
SECTION 5.4 – Secretary. The Secretary shall attend all meetings of the Membership and the Board of Directors, shall record and distribute accurate minutes of the proceedings of such meetings and shall maintain a master file preserving the approved minutes of such meetings. At all regular meetings of the Membership the Secretary shall provide the minutes detailing the business from the previous meeting. If the Treasurer position is left unfilled at election or becomes vacant during the year, the Secretary may hold two offices, that of Secretary and Treasurer, as determined by a vote of the Membership.
SECTION 5.5 – Treasurer. The Treasurer shall have custody of all funds, shall maintain the financial records of The Friends, shall keep a full and accurate accounting of all receipts and disbursements and shall deposit all monies in the name of The Friends in such depositories as may be designated by the Membership. The Treasurer shall be responsible for filling out forms and reports involving the continued tax-exempt status of the organization and shall also maintain any governmental financial reporting requirements. The Treasurer shall collect Membership dues and shall maintain an accurate list of current Members in The Friends. The Treasurer shall give a report detailing the financial position of The Friends at all regular meetings of the Membership.

ARTICLE 6
Committees
SECTION 6.1 – Standing Committees. The following committees are considered Standing Committees of The Friends: 6.1.1 Work Projects Committee – deals with maintenance, construction, park beautification, equipment and other various work involved projects.
6.1.2 Food Committee – deals with preparing food and beverages, kitchen duties, meal preparation for re-enactors and other volunteers and any other projects involving food and beverages
6.1.3 Special Events Committee – helps to plan and coordinate special events such as Fort Cooper Days, Music in the Park Bluegrass Festival, Flag Day, Living History Days, Nights of Lights and any other event as directed by The Friends.
6.1.4 New Member Committee – the New Member Committee coordinates the orientation of new members by assuring they complete the proper forms, and receive copies of the Florida State Park Rules and The Friends By-Laws, coordinates training and also helps familiarize the new member with the park and its facilities.
6.1.5 Finance Committee – includes the treasurer and at least one (1) member (from either the Board of Directors or general membership) with knowledge of, or experience with, financial management. This committee is responsible for developing the annual budget, advising the board of financial policy, managing The Friends’ investment portfolio, and recommending internal control policies for handling The Friends finances.
6.1.6 Nominating Committee – will be responsible each October for developing a slate of nominees for officers’ positions that will be presented to The Friends membership for election at its Annual meeting in November. 6.1.7 Public Relations Committee – will be responsible for outreach and marketing to the local community in order to: publicize and advertise special events and activities sponsored by The Friends; cultivate community support for the park by educating state and local government leaders and visitors about the park and park programs; and to recruit and invite persons to become supporting and/or active members of The Friends. The Public Relations Committee shall also supervise, direct and maintain the operation of the current Friends’ social networking sites (Facebook, email, website, et al).

The By-laws require these Standing Committees to exist for the successful operation of The Friends. A Standing Committee may consist of one or more persons. The President shall appoint a Chairperson for each of the Standing Committees and may also appoint other members to serve on the committees. Standing Committees shall be given an opportunity to give a report at all regular meetings of the Membership. Committee recommendations shall be reviewed at the membership meeting. All lawful business decisions from the committee recommendations must be made by vote of the Membership of The Friends.

SECTION 6.2 – Special Committees.
The President may establish other Special Committees to help plan, develop, or implement actions consistent with the objectives of the Membership. The President shall appoint a Chairperson for each Special Committee and may also appoint other members to serve on the committee. When established, the Special Committee will be noted in the minutes of the meeting and shall be given an opportunity to make a report at all future regular meetings of the Membership.

ARTICLE 7
Finances

SECTION 7.1 – General.
All checks, drafts, and other instruments for the payment of money shall require two signatures on behalf of The Friends. The two required signatures may be that of the President, Vice President, Treasurer, Secretary, or by such other Officers or Directors as designated by the Board of Directors. The two required signatures for any account of The Friends must be authorized signers as listed with the bank or financial institution in which the account is held.

SECTION 7.2 – Cash Handling Procedures
7.2.1 Funds received via U.S. mail – Checks received for membership and special events are endorsed once the mail is opened. Customers who pay with cash or check are mailed a written receipt.
7.2.2 Funds dropped off at park office – Park Employees are not allowed to handle any funds on behalf of The Friends but if a visitor wants to pay at the park office for The Friends’ membership or special events they will be allowed to put their cash or check into a locked box without the park employee handling the money. A Friends’ receipt will be given by a park employee for any cash or check received.
7.2.3 Deposit preparation – Checks are logged and/or a tape is made of all receipts and added twice to confirm total deposit, and grouped by cash and check. The total from the tape equals the sum of cash and checks in hand. At the bottom of the tape, the preparer affixes their initials and the current date. If checks are not cashable (e.g., not signed, amount not filled in, etc.) the Treasurer pulls the check and contacts the customer to resolve. The Treasurer retains a deposit receipt and deposit slip copy and verifies the information is correct before leaving the bank.
7. 2.4 Timely deposit of The Friends’ funds – Checks and cash are taken to the bank for deposit in a timely fashion by the Treasurer to the credit of The Friends in such banks, financial institutions, or other depositories as the Membership may select.. In the event deposits are not made on the day received, they are kept in The Friends’ lockbox in the park office. The President and the Treasurer shall retain keys to such lockbox
7.2.5 Funds received during Special Events – A minimum of two Friends will count cash received at major events (e.g., Night of Lights, Fort Cooper Days and Bluegrass Festival). No funds from major events shall be transported to Members’ or park employees’ residences. Deposit preparation procedures shall be followed as in Section 7.2.3 above.

SECTION 7.3 –
Detailed monthly reports of revenue and expenditures are generated by the Treasurer and reviewed by the President before publication to The Friends Board of Directors and Membership.

SECTION 7.4 – Fiscal Operations. The Friends will comply with annual rep0orting requirements and submit a complete IRS Form 990-EZ or 990 as part of the Division’s required Annual Financial Report. The complete report is due annually on or before June 30, six (6) months after the end of The Friends fiscal year

SECTION 7.5 – Approval of Non-Budgeted Items. The President may approve expenditure of up to $500 of budgeted funds, and the executive committee (President, Vice President, Secretary and Treasurer) may approve up to $1,000 of non-budgeted funds. All such expenditures, which are not budgeted, must be approved by a majority vote of the Board of Directors and presented to the Membership at its next meeting as outlined in the voting procedures described in the Bylaws of The Friends, Section 4.3 above.

SECTION 7.6 – Emergency Expenditure Plan In the event of an emergency (“emergency” is defined as a serious, unexpected, and perhaps dangerous situation requiring immediate action) The Friends Board of Directors may make an emergency, unbudgeted expenditure of up to $1,000. All such expenditures must be approved by a majority vote of the Board of Directors and presented to the Membership at its next meeting as outlined in the voting procedures described in the Bylaws of The Friends, Section 4.3 above.

SECTION 7.7 – Debit Card. A debit card will be maintained and monitored by the Treasurer. The preferred payment method for all transactions shall be by check. The use of the debit card will be primarily for purchases made on the internet, phone orders or to expedite mail orders. When check payment will hinder a purchase, the debit card may be used. All purchases made with the debit card must be approved by vote of the Membership of The Friends.

SECTION 7.8 – Credit Cards Payment Card Industry (PCI) Data Security Standards (DSS) are technical and operational requirements protecting credit and debit cardholder data. These standards regulate all merchants and organizations who accept payment cards. Compliance to the PCI DSS is mandatory for all organizations who accept payment cards. If The Friends accepts payment cards it is required to comply with the PCI. Whether accepting payment cards directly, or through a third-party provider such as PayPal, compliance is mandatory. This includes accepting payment cards for online donations or accepting payment cards in any kind of park concession operated by The Friends. To be in compliance, The Friends must annually (by May 1) complete a PCI Self-Assessment Questionnaire (SAQ) and an Attestation of Compliance. This annual SAQ will be kept by the Park Manager. These forms can be found at https://www.pcisecuritystandards.org/security_standards/documents.php?document=2.0 (link is external). There is also a PCI 101 (frequently asked questions) available at https://www.pcicomplianceguide.org/category/pci-101/ (link is external)

SECTION 7.9 – Gifts. Any Member, on behalf of The Friends, may accept contributions, gifts, or bequests from other individuals, businesses, or organizations for the general or special purposes of The Friends. These gifts must be approved by the Membership before final acceptance.

SECTION 7.10 – Audit. An internal audit of all financial accounts shall be performed by one or more Members, excluding Officers, as designated by the Membership and completed by the end of January of each year. The Member(s) conducting the internal audit shall work in conjunction with the Treasurer and will make a full report to the Membership as to the findings of the audit.

SECTION 7.11 – Fiscal Year. The fiscal year of The Friends shall begin on the first day of January and end on the last day of December of each year.

ARTICLE 8
Contracts Contracts and/or Required Documents.
The Board of Directors may authorize and empower one or more Officers or agents of The Friends to execute and deliver any and all papers, contracts, or documents on behalf of The Friends. This includes required or appropriate documents dealing with governmental authorities and/or financial reporting requirements. Please see Addendum A that follows for specifics.

ARTICLE 9
Park Manager
The Department of Environmental Protection (Department) manages more than 6.1 million acres of public conservation lands throughout Florida. The Department’s Division of Recreation and Parks (Division) Florida Park Service (FPS) manages approximately 800,000 acres of state parks and state trails. The FPS strives to protect the natural environment and enhance the resource-based recreational potential of such lands.
SECTION 9.1 – Role of the Park Manager The Park Manager of Fort Cooper State Park is the CSO (Citizens Support Organization) Agreement contract manager and the primary point of contact between The Friends and the Division. Ultimately, the Park Manager has the final authority over activities that take place in Fort Cooper State Park. It is the Park Manager’s responsibility to ensure the park is operated safely and in accordance with Department and Division policies and goals. The Park Manager’s approval must be obtained for The Friends activities conducted at the park. Please see Addendum B that follows for specific Park Manager responsibilities.

ARTICLE 8
Amendments
These By-laws are subject to Amendments by a majority vote of the Membership at any regular or special meeting of The Friends. Amendments to the By-laws may be proposed by any Member or by the recommendation of the Board of Directors. Amendments should be examined closely and discussed thoroughly before voting occurs to insure clarity and to keep from conflicting with any other part of the By-laws. Wording in Addendums can change as revisions by staff in the District Office are made and such revisions are not subject to a vote by The Friends membership.

ADDENDUM A (10-3-2017)
SECTION A.1 – Contracts for outside vendors The Contractor shall save and hold harmless and indemnify the State of Florida, the Department of Environmental Protection and The Friends against any and all liability, claims, judgments or costs of whatsoever kind and nature for injury to, or death, of any person or persons and for the loss or damage to any property resulting from the use, service, operations or performance of work under the terms of the Contract, resulting from the negligent acts of the Contractor, his subcontractor, or any of the staff, agents or representatives of the Contractor or subcontractor to the extent allowed by law. Any Contractor who has employees shall be placed on notice they are responsible for their staff and their staff is not entitled to state workers’ compensation. To the extent required by law, the Contractor will be self-insured against, or will secure and maintain during the life of this Contract, Workers’ Compensation Insurance for all of his staff connected with the work of this project and, in case any work is subcontracted, the Contractor shall require the subcontractor similarly to provide Workers’ Compensation Insurance3 for all of the latter’s staff unless such staff are covered by the protection afforded the Contractor. Such self-insurance program or insurance coverage shall comply fully with the Florida Workers’ Compensation law. In case any class of staff engaged in hazardous work under this Contract is not protected under Workers’ Compensation statutes, the Contractor shall provide, and cause each subcontractor to provide adequate insurance satisfactory to The Friends, for the protection of its staff not otherwise protected.

SECTION A.2 –
Contracts or grants with other governmental entities such as a county, school board or other public agency: Each party hereto agrees that it shall be solely responsible for the negligent or wrongful acts of its staff and agents. However, nothing contained herein shall constitute a waiver by either party of its sovereign immunity or the provisions of Section 768.28, Florida Statutes.

SECTION A.3 – Contracts with Federal Agencies: Each party hereto agrees that it shall be solely responsible for the negligent or wrongful acts of its staff and agents. However, nothing contained herein shall constitute a waiver by either party of its sovereign immunity or the provisions of Section 768.28, Florida Statutes or a waiver by the Contractor of The Friends of the protections afforded under the Federal Tort Claims Act.

SECTION A.4 – Contractors providing service for The Friends are independent contractors, and are not an agent, representative, or employee of the State of Florida, the Department of Environmental Protection or The Friends. They also agree to carry adequate liability and other appropriate forms of insurance. The Friends and The Department shall have no liability except as specifically provided in the Contract.

ADDENDUM B (10-3-2017)
PARK MANAGER’S RESPONSIBILITIES

A Park Manager’s responsibilities as it concerns the The Friends include, but are not limited to: • Serving as the primary contact for the The Friends on behalf of the Division. • Being actively and enthusiastically involved with The Friends to ensure effective organizational health and support. • Attending all The Friends’ meetings and encouraging additional park staff to participate in The Friends’ meetings to promote a successful working relationship. • Encouraging all park staff to understand and, as appropriate, attend The Friends’ meetings to further promote an understanding of a CSO. • Effectively communicating the mission, policies, procedures, and guidelines of the Division to the The Friends.
• Ensuring that The Friends meets its obligations of the terms of the CSO Agreement, and is using the CSO Handbook and meeting the requirements within it.
• Providing and discussing with The Friends the Department Directives and Division’s Operations Manual (OM).
• Providing and discussing with The Friends the park’s Unit Management Plan.
• Ensuring The Friends’ activities are consistent with the Unit Management Plan.
• Providing and discussing the park’s approved annual budget and capital improvement plans, business plan, and/or other appropriate park management documents.
• Working with The Friends to create and approve an Annual Program Plan and ensuring the The Friends’ programs and projects are consistent with the park’s needs and goals as defined in the park’s Unit Management Plan.
• Approving, in writing, The Friends’ proposed events and projects.
• Communicating, as necessary, The Friends’ questions or needs with the District or Division’s Central Office staff.
• Providing a Park Manager’s letter for The Friends’ Annual Financial Report, and tracking the value of contributed services provided by The Friends.
• Reviewing and approving prior to submission to the Division The Friends’ Annual Financial Report and other required reports and forms as outlined in the CSO Handbook