BYLAWS OF THE FRIENDS OF WEST AUSTIN NEIGHBORHOOD PARK

These bylaws were adopted in June 2020 and have been approved by the Austin Parks Foundation (APF).

ARTICLE I - NAME, ORGANIZATION, AND PURPOSE

1.1 Name: The name of the organization is the Friends of West Austin Neighborhood Park (FOWAP).

1.2 Organization: The FOWAP is a park adopter organized through the City of Austin Parks and Recreation Department (PARD) and the Austin Parks Foundation (APF) Adopt-A-Park program. APF serves as an umbrella charitable organization for the activities of the FOWAP.

1.3 Purpose: The purpose of the FOWAP is to ensure the preservation, improvement, and maintenance of the West Austin Neighborhood Park (Park) and its resources through community participation and coordination with PARD, APF, and other related organizations.

ARTICLE II - MEMBERSHIP

2.1 Eligibility for Membership: Membership is free and open to all individuals with an active interest in the stated purposes of the FOWAP as set forth in Article I, Section 1.3 of these Bylaws. A listing on FOWAP’s email distribution list evidences membership.

2.2 Votes of Members: Members will have one (1) vote each to be cast online or during attendance at any FOWAP general or special meeting.

ARTICLE III - MEETINGS

3.1 General Meetings

3.1.1 Number of Meetings: There must be a minimum of one (1) meeting of the membership annually.

3.1.2 Notice: Notice of meetings will be posted on the FOWAP’s webpage at “westaustinpark.org” (FOWAP webpage) fourteen (14) days in advance of any meeting (Meeting Notice). Posting of the Meeting Notice will be announced via email communication. The Meeting Notice must solicit requests for agenda items from the membership.

3.1.3 Agenda: The Chair must prepare an agenda for meetings. A proposed agenda will be posted on the FOWAP’s webpage fourteen (14) days in advance of a meeting. Members may request that additional agenda item(s) be added to the proposed agenda. Requests must be made within five (5) days of the date the proposed agenda is posted on the FOWAP webpage through a link provided on the FOWAP webpage for that purpose. The final agenda will be posted on the FOWAP’s webpage seven (7) days in advance of the meeting.

3.1.4 Quorum and Voting: A quorum is defined as at least two (2) officers and a minimum of three (3) members including the officers. Decisions of the FOWAP must be made by a majority vote of those members and officers present at any meeting where a quorum is also present.

3.1.5 Non-Voting Business: To conduct non-voting business or to make or receive reports, at least one (1) officer must be present.

3.1.6: Virtual Meetings: At the discretion of the officers, meetings may be conducted virtually.

3.2 Special Meetings: Special meetings may be called for group activities such as guest presentations, on-site inspection of some portion of the Park, community projects, or similar special events. No business will be conducted during a special meeting and normal rules of member notice and participation may be modified as necessary. However, a general meeting may precede or follow a special meeting.

3.3 Member Participation

3.3.1 Requests for Meetings: Any member may request that an officer call a general or special meeting. Whether a meeting will be called is within the discretion of the officers.

3.3.2 Communication of Actions: All actions, decisions, or recommendations of the FOWAP, including FOWAP reports, must be communicated to all members via email communication or posting on the FOWAP webpage.

3.3.3 Manner of Communications: FOWAP members are encouraged to participate in FOWAP discussion openly. Communication between FOWAP members and others to resolve issues before attending meetings is encouraged.

3.4 Public Involvement

3.4.1 Open Meetings: FOWAP general and special meetings are open to the public. Non-members may participate in meetings.

3.4.2 Public Comment Period: Except in exceptional circumstances, a public comment period will be available during each meeting. The public comment period may only be waived by a vote of members in attendance. The reason for requesting a waiver must be:

a. clearly articulated;

b. clearly documented in the minutes; and

c. compelling.

3.4.3. Conduct of Meetings: Meetings of the membership will be conducted in accordance with Robert’s Rules of Order.

ARTICLE IV - OFFICERS

4.1 Powers of the Officers: The officers are charged with the governance of the FOWAP and are empowered to conduct the business of the FOWAP and make recommendations of action and policy to the members.

4.2 Designation: The principle officers of the FOWAP are the Chair, Vice-Chair, Secretary, and Treasurer.

4.3 Principal Offices

4.3.1 Chair: The Chair is responsible for:

a. the overall functioning of the FOWAP;

b. presiding at all meetings of the FOWAP;

c. developing meeting agendas taking into account requests from the membership;

d. serving as the main point of contact with PARD and APF;

e. serving as the main point of contact with the Old West Austin Neighborhood Association (OWANA); and

f. assisting the incoming Chair in whatever manner possible.

4.3.2 Vice-Chair: The Vice-Chair will serve as the Chair elect and is responsible for:

a. conducting meetings in the absence of the Chair;

b. when informed the Chair will be absent from a meeting, developing a meeting agenda taking into account requests from the membership;

c. serving as the main point of contact with other Adopt-A-Park groups; and

d. assisting the Chair as needed.

4.3.3 Secretary: The Secretary is responsible for ensuring that FOWAP activities are properly recorded by:

a. listing the names of all attendees in the minutes of each meeting;

b. recording the deliberations, actions, and results of any votes taken in the minutes of each meeting as group actions, avoiding calling out individual attendees and FOWAP members and officers, unless specifically requested;

c. recording the names of individuals making reports and given assignments;

d. recording the date that assignments are due;

e. providing the Chair with copies of meeting minutes and reports;

f. maintaining all minutes, records, and files and passing these on to an incoming Secretary; and

g. Assisting an incoming Secretary in whatever manner possible.

4.3.4 Treasurer: The Treasurer is responsible for ensuring that the FOWAP financial records are kept up-to-date and accurate by:

a. recording all receipts and disbursements of FOWAP funds;

b. promptly depositing all receipts of the FOWAP into the Sponsored Fund Account maintained for the FOWAP by the APF;

c. requesting checks from the Sponsored Fund Account as directed by a vote of the officers;

d. providing monthly financial reports to the officers;

e. preparing an annual report of the Treasurer; and

f. assisting an incoming Treasurer in whatever manner possible.

4.4 Elections and Term

4.4.1 Elections

a. All officers must be elected within thirty (30) days of the date of the adoption of these Bylaws. At this first election, the Chair and Secretary will be elected for a term of two (2) years and the Vice-Chair and Treasurer will be elected for a term on one (1) year.

b. Except as provided by Section 4.3.2 regarding the Chair’s position, elections for all officers must be held once a year and within 18 months of the previous election. Elections must be announced at least one (1) month prior to the scheduled election meeting. Notice of elections must be sent to the membership by email communication. A majority vote of voting members present at a meeting is required to be elected.

4.4.2 Term: Except as provided by subsection 4.4.1.a, officers will serve staggered terms of two (2) years or until a successor has been elected or appointed to complete the officer’s term. No officer may serve in the same position for more than three (3) consecutive terms. In the event the Chair resigns, the Vice-Chair will serve as the Chair until the Chair’s term ends. When the Chair’s term ends, the Vice-Chair, serving as Chair elect, will take the position of Chair. An officer may hold no more than two (2) FOWAP officer positions simultaneously. All officers may call and conduct meetings and represent the FOWAP in receiving or delivering reports and communications.

ARTICLE V - COMMITTEES

5.1 Committees

• 5.1.1 Executive Committee: The officers may designate an executive committee comprised of the officers of the FOWAP.

• 5.1.2 Standing Committees

a. Fundraising Committee: The Fundraising Committee is responsible for:

i. creating and executing a fundraising program for the FOWAP as directed by the officers;

ii. overseeing and managing all the FOWAP’s fundraising activities;

iii. organizing and leading a fundraising subcommittee of volunteers;

iv. leading efforts to solicit Park improvement funds from members, residents, local area businesses, non-profit organizations, and governmental entities such as the City of Austin and the APF;

v. working with the Community Outreach Committee Chair to disseminate information about fundraising activities; and

vi. assisting the incoming Fundraising Committee Chair in whatever manner possible.

b. Community Outreach Committee: The Community Outreach Committee is responsible for:

i. boosting community awareness about the Park and the activities of the FOWAP;

ii. organizing and leading a community outreach subcommittee of volunteers;

iii. maintaining and updating the FOWAP website;

iv. maintaining the FOWAP social media accounts and groups, including blogs, Facebook, Twitter, Instagram, NextDoor, or any other social media in which the FOWAP is represented;

v. creating and maintaining an email database and list of the FOWAP’s members, volunteers, interested persons, and PARD and APF personnel;

vi. distributing email communications to the membership including notices and updates about the Park and Park projects;

vii. providing information and updates about the Park and Park projects to the FOWAP membership via email distribution and to the OWANA for its newsletter and/or website;

viii. as authorized by the officers, soliciting advertising for the FOWAP website; and

ix. assisting an incoming Community Outreach Committee Chair in whatever manner possible.

5.1.3 Other Committees: The officers may designate one or more individual members to serve on other committees charged with assuming certain responsibilities or meeting certain needs of the FOWAP.

5.1.4 Appointment of Chairs and Committee Members: Committee chairs will be appointed by the officers. Committee chairs will appoint members of their respective committees.

5.1.5 Meetings with Officers: A representative of each committee will attend monthly meetings of the officers as necessary.

5.2. Committee Meetings

5.2.1 Meeting Schedules: Committee meeting schedules will be determined by the chair of each committee.

5.2.2 Notice: Committees may meet without issuing notice to the membership.

5.2.3 Committee Action: Committees must report their activities, findings, and recommendations to the officers.

ARTICLE VI - FINANCES

6.1 Dues and/or Membership Fees: No dues or membership fees are permitted to be charged.

6.2 Sponsored Fund Account: The FOWAP must maintain a Sponsored Fund Account through the APF to receive all funds, including charitable funds, of the FOWAP.

6.3 Fundraising: All proceeds from fundraising activities of the FOWAP must be deposited into the Sponsored Fund Account. The APF will provide oversight and management of the Fund.

ARTICLE VII - CONFLICTS OF INTEREST

7.1 Conflict of Interest: A conflict of interest exists for an officer, committee chair, or member of a committee whenever the officer, committee chair, or member of a committee holds a personal financial interest that will be impacted by the actions or inactions of the FOWAP.

7.2 Declaration of Conflict of Interest: Whenever an officer, committee chair, or member of a committee determines that s(he) has a conflict of interest relating to an item under discussion, the officer, committee chair, or member of a committee must inform the FOWAP members and officers hearing the discussion that the conflict of interest exists.

7.3 Abstention from Voting: Officers, committee chairs, and committee members cannot vote on matters in which they have a conflict of interest.

ARTICLE VIII - GRIEVANCE PROCEDURE

8.1 Affected Individual or Group: Any individual or group that alleges they have been adversely affected by a decision or policy of the FOWAP may submit in writing a complaint to any officer.

8.2 Receipt of Complaint: Upon receipt of a written complaint addressed to an officer of the FOWAP, including one received by email communication, the officer must acknowledge receipt of the complaint and, within seven (7) days, arrange a meeting of the FOWAP officers to review the complaint and determine the FOWAP's appropriate course of action. Within thirty (30) days of receipt of the complaint, the FOWAP must respond in writing to the complainant.

ARTICLE IX - ADOPTION AND AMENDMENTS

9.1 Adoption of Bylaws: Adoption of these Bylaws will be announced to the members by email communication within thirty (30) days of their adoption. A copy of the Bylaws must be provided to members by attachment to the email communication. A notice of the adoption of the Bylaws must also be posted at a community site for public viewing. The notice must state that a copy of the Bylaws will be made available for inspection by community members and must include instructions on how to request such an inspection.

9.2 Amendments to the Bylaws

9.2.1 Notice to Membership: Proposed amendments to the Bylaws will be announced to the membership by email communication at least two (2) weeks prior to a scheduled meeting of the FOWAP at which the proposed amendments will be considered and voted upon. The announcement must include the date of the meeting at which the proposed amendments will be considered and voted upon. A copy of the proposed amendments must be referenced in the email communication and posted on the FOWAP website.

9.2.2 Adoption of Amendments: Proposed amendments to the Bylaws must be read at a meeting of the FOWAP at least thirty (30) days prior to the meeting at which the amendments will be considered and voted upon. All proposed amendments will require a second. To be adopted, proposed amendments will require a two-thirds vote of members present at the meeting. Adoption of amendments will be announced to the membership by email communication. A copy of the amendments must be included as an attachment to the announcement email communication.

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