bylaws

FRIENDS OF FORT MACON, INC.
BYLAWS
(rev. 11.06)

”Remove not the ancient landmark, which
thy fathers have set” - Proverbs

ARTICLE I

The FRIENDS OF FORT MACON is a nonprofit educational organization which meets the criteria for tax-exempt organizations specified under section 501 c3 of the Internal Revenue Code.

ARTICLE II - PURPOSE

The purpose of the organization shall be to maintain an association of persons interested in the preservation of the memory, the spirit and the physical condition of historic Fort Macon, located on the eastern end of Bogue Banks, within Fort Macon State Park in North Carolina:

1.   by perpetuating the memory of the people and events connected with this historic site through the acquisition and appropriate care of relics,
    documents and authentic reproductions, and by the display of such acquisitions in such a manner as to best serve the interest and enjoyment
        of the people of North Carolina and their visitors;
2.   by encouraging historic research, particularly in relation to the Fort, and by developing libraries and materials appropriate to that research;
3.   by encouraging both governmental and commercial organizations to dedicate funds for restoring the physical structure of the Fort and its
        historic equipment;
4.   by promoting celebrations of all patriotic anniversaries and special event held at the Fort or its environs, and by assisting Park personnel in
        these and other activities, when requested, in order to make the Fort and Park an educational, hospitable, safe, and enjoyable experience for
        all visitors.

ARTICLE III – MEMBERSHIP

A.   Membership in the FRIENDS OF FORT MACON shall be open to all persons, firms and organizations upon payment of the established dues, without restriction.

B.   Categories of membership, and dues for each category, shall be determined by the Board of Directors. Dues are based on a calendar year, except that dues paid in the last four months of a year will be deemed to apply to the following year as well as the remaining portion of the current year. The Board of Directors will review the dues structure each year. Any change in the dues must be decided by the Board no later that September of the preceding year.

C.   The ANNUAL BUSINESS MEETING of the FRIENDS shall be held during the month of December. The date, place and time of the meeting shall be determined by the Board of Directors. A special membership meeting may be called at any time by the President, or at the request of a majority of the Board of Directors. Members shall be notified in writing, or by public notice, at least ten days prior to the scheduled meeting.

ARTICLE IV – OFFICERS

The officers shall be: President, Vice President, Treasurer and Secretary. Officers will serve for a term of one year, beginning each January 1. There is no limit on the number of terms that can be served. Officers and directors for the following year shall be nominated and elected by the Board of Directors in November or December of each year. Nominations may also be submitted by members other than Board members. The duties of Officers include, but are not limited to the following:

A.    The President shall schedule, preside over and conduct meetings of the Board of Directors and of the general membership; be responsible for
         implementing policy decisions of the Board; appoint Special Committees as needed; be an ex-officio member of all Standing Committees including
         full participation in the Finance Committee; act as representative of the FRIENDS OF FORT MACON to federal, state and local entities and                  officials, and other historical organizations, chambers of commerce, etc. The President shall remain in frequent contact with other members of the
        Board in order to assure that the various Committee and Officers are coordinated, timely and effective in meeting stated objectives.

B.   The Vice President shall perform the duties of the President in the absence of the President. The Vice President shall serve on one of the Standing
        Committees and may also be required to act as chairperson of Special Committees if requested by the President. The Vice President shall be
        prepared to assume the Presidency in case of the disability or resignation of the incumbent President, or the declination of the incumbent President
        to accept reelection.

C.   The Treasurer shall keep and maintain the financial records in a form that readily lends itself to an annual audit. The Treasurer shall be prepared to
        present a written summary of the financial condition of the organization at scheduled meetings, or as requested by the President, Committee
        chairpersons or the Park Superintendent. The Treasurer shall also serve as chairperson of the Finance Committee.

D.   The Secretary is responsible for keeping minutes and recording attendance at meetings of the Board. The Secretary shall notify Board members of
        the time and place of meetings, conduct the correspondence of the association and assist in the preparation and mailing of the meeting notices. The
        Secretary may serve on one or more of the Standing Committees.

ARTICLE V – COMMITTEES

The Standing Committees shall be Administrative Services, Finance, Membership, Programs, Publications, Publicity and Tour Guides. Their functions include, but are not limited to, the following:

A.   The Administrative Services Committee is responsible for designing and operating computer systems for maintaining membership files, producing
        notices and the application of desktop publishing systems to facilitate the work of the Publications Committee.

B.   The Finance Committee, including the Treasurer as chairperson, and the President as a key member, is responsible for preparing an annual budget
        at the beginning of the fiscal year (January 1- December31); for designing financial reporting forms, for filing a form 990 with the IRS by May 15 of
        each year; preparation of grant applications and for developing fund raising strategies. The Committee shall develop and maintain useful contacts
        within the business and legislative communities in order to obtain financial support from these sources.

C.   The Membership Committee is responsible for devising strategies for increasing membership levels by attracting new members and retaining existing
        members. The Committee can be composed of two elements, one for business memberships, and the other for personal memberships.

D.   The Program Committee is responsible for planning, coordinating and scheduling all regular and special events, such as annual and monthly meetings,
        lectures, field trips and parties.

E.   The Publications Committee is responsible for planning, editing and producing The Ramparts newsletter, brochures, pamphlets and other publications
        as required or approved by the Board of Directors. Usually the Publications Chairman is editor of The Ramparts.

F.   The Publicity Committee strives to increase awareness of, and interest in, the FRIENDS OF FORT MACON by obtaining maximum exposure for
        the FRIENDS, utilizing both print and electronic media, throughout the widest possible geographic area. Concerts at the Fort are a major attraction
        in increasing awareness of the FRIENDS.

G. The Tour Guide Committee is responsible for recruiting, training, scheduling and recognizing volunteers as tour guides at Fort Macon.

ARTICLE VI – BOARD OF DIRECTORS

A.   The Board shall consist of eleven elected members of the FRIENDS, elected for
        terms of one year by the prior year’s Board of Directors at the December Board meeting. The term of the new Board will begin on January 1.
        The total Board will be composed of the officers, the chairpersons of the standing committees and an ex-officio group composed of the immediate
        past President, the President of the Carteret County Historical Society, the Superintendent of Fort Macon State Park and one honorary member.
        Voting members of the Board are the officers and committee chairs.

B.   Meetings of the Board shall be held quarterly, or more often at the call of the President. The agenda for the Board meeting shall be prepared by
        the President and distributed in advance of the meeting. A minimum of ten days notice shall be given prior to convening a Board meeting. A
        majority of the Board will constitute a quorum, except when amending the Articles of Incorporation or the Bylaws, when an affirmative vote of
        three-fourths of the voting members of the Board is required.

C.   The Board of Directors is the governing body of the association. A majority of the Board must approve all obligations or expenditures in excess
        of five hundred dollars ($500) unless provided for in the approved budget. Significant recommendations or decisions of standing committees, or
        of the President, are subject to review and approval by the Board. The Board is also responsible for approving the annual budget, the dues
        structure and all other matters essential to the welfare and success of the organization.

D.   In order to assure the effective and efficient operation of the organization, all Board Members should strive to attend all schedule Board Meetings.
        Elective Board Members who fail to attend at least half of the meetings during a calendar year will not be eligible for reelection.

E.   Vacancies occurring on the Board during the year may be filled by appointment of the President, subject to approval by the Board at its next
        scheduled meeting.

ARTICLE VII – PARLIAMENTARY PROCEDURE

The meetings of this organization shall be conducted in accordance with the latest edition of Robert’s Rules of Order, when not in conflict with these ByLaws.

ARTICLE VIII – FINANCIAL AUDITS

An Audit Review Committee will be appointed after the end of each fiscal year to review the financial records and procedures maintained by the Treasurer of the association. The Committee will be comprised of at least two members. One member will be appointed by the President and one by the chairperson of the Financial Committee. The Audit should be conducted in the month of February at a time and place convenient to both the Committee and the Treasurer. The result of the Review shall be communicated to the President.

ARTICLE IX – DISSOLUTION

In the event of dissolution, the residual assets of the organization will be disposed of in accordance with the procedures mandated in the Amended Articles of Incorporation of the FRIENDS OF FORT MACON.

CERTIFICATION

These amended Bylaws were adopted on the 25th day of October, 2006 by the Board of Directors of the FRIENDS OF FORT MACON, by an affirmative vote of no less than three-fourths of the Directors.

In witness thereof,

Grayden M. Paul, President