Trap Pond Partners, Inc.
Bylaws & Policies
December 2023 | Last Revised
BYLAWS
Trap Pond Partners, Inc. is a Non-Profit volunteer organization, as approved by the Internal Revenue Service under IRC Code 501(c)3 in the Determination Letter dated January 24, 2006. The official address of the Corporation is: 14899 Trap Pond Road, Laurel, Delaware 19956
Mission Statement:
Trap Pond Partners, Inc. is a non-profit, volunteer organization whose mission is to:
Promote preservation, protection, and enhancement of the historical, natural, and recreational resources of Trap Pond State Park.
Assist the Delaware Department of Natural Resources and Environmental Control (DNREC) and Trap Pond State Park staff in implementing Trap Pond Park improvements.
Follow Delaware’s commitment for “No Child Left Inside” by sponsoring educational and recreational programs and activities to encourage children’s health.
Cultivate an appreciation of Trap Pond as a great, natural resource for all ages.
Article I | Membership
Membership in the Organization shall be open to anyone who has a sincere interest in Trap Pond State Park.
Membership may be terminated by a majority of members attending a special meeting for termination, specifically called with five days prior notice to the membership. Any member being considered for termination will receive the opportunity to be heard at this special meeting.
Ex-officio are non-voting members such as State Park employees.
Membership and participation will be available to all individuals. Trap Pond Partners Inc. is committed to promoting public participation and shall not discriminate on the basis of race, color, religion (creed), gender, gender expression, age, national origin (ancestry), disability, marital status, sexual orientation, or military status, in any of its activities or operations.
Trap Pond Partners is membership driven. The members are voting members who have the power to elect and remove the members of the board of directors.
Major decisions will be voted on by the Board with prior input from the membership.
Article II | Meetings
The regular meeting of Trap Pond Partners shall be held at 6:30 PM on the second Wednesday night of each month.
The annual meeting of the Organization shall be held on the second Sunday in November. This is subject to change due to reasonable conflict, as determined by the Executive Committee and with proper notification to the public.
A special meeting of the Organization may be called by the President, provided all members are given five days’ notice, stating the time, date, and place of the special meeting.
Meetings are normally held at the Trap Pond Partners Headquarters or the Trap Pond State Park Nature Center.
Five members of the Organization shall constitute a quorum, provided that one is an elected member.
Unless specifically mentioned in these By-laws, the business of the Organization shall be conducted through majority vote of the officers and members (currently paid up) present.
Article III | Executive Committee (Governance)
The Executive Committee (Governing Body) shall consist of all elected Officers of the Organization, excluding ex-officio members. It is the Governing Body’s responsibility to set the tone and direction of the Organization with input from the Membership. Therefore, the Governing Body is responsible for conducting all activities, programs, and operations to be consistent with the Organizations’ Mission Statement.
The size of the Governing Body is six (6) members, consisting of the following five (5) elected positions: President, Vice President, Secretary, Treasurer, and Assistant Treasurer. Note: The immediate Past President is a voting member of the Board by default. Duties are described in Article V.
Article IV | Election of Officers
Nominations for the election of officers shall be opened during the regular meeting in October, biennially, on even ended years.
At the annual November meeting of the Organization, nominations shall be opened as the first order of new business, and the Officers shall be elected, in accordance with the majority vote by the members present.
A President, Vice President, Secretary, Treasurer, and Assistant Treasurer shall be elected, taking office the following January.
The term of the elected Officers shall be two years. Officers may serve multiple terms, if elected at the next election.
Proxy votes for officers are allowed upon presentation of a written, signed, and sealed notification of the proxy to an officer by a member of the Organization.
Any officer may be terminated by a majority of members attending a special meeting for termination provided there is a quorum (five members of the organization with one being an officer)specifically called with five days prior notice to the membership. Any member being considered for termination will receive the opportunity to be heard at this special meeting.
Any vacancy occurring on the Executive Board arising at any time (and from any cause) may be filled by the vote of a majority of the Executive Board at any monthly meeting. An officer elected to fill a vacancy shall hold office for the unexpired term of his or her predecessor.
Article V | Duties of the Officers
Section A | President
The President shall preside over all meetings of the Organization.
The President shall appoint all necessary committees.
The President shall represent the Organization, enter into agreements, sign contracts, as authorized by the Executive Committee, and otherwise represent the Organization where required.
The President shall prepare an annual report of the years’ activities to present at the annual meeting. The annual report shall consist of the previous years’ accomplishments and financial position at the end of the calendar year. The annual report shall disclose the findings of the Financial Review Committee as detailed in Article VI and the amount of Fixed Assets transferred to the State of Delaware’s Trap Pond State Park that year.
The President will be responsible, in conjunction with the Treasurer, for all required Corporate and tax filings; including, but not limited to, Delaware Division of Corporations, Internal Revenue Service, Annual and Payroll Reporting, State, County, and Local reporting requirements.
The President shall solicit and maintain appropriate insurance coverage for Trap Pond Partners, Inc. and its’ Officers for protection against any liabilities and exposures.
The President will have the authority to sign checks.
Section B | Vice-President
The Vice-President shall perform the duties of the President during his/her absence.
The Vice-President shall moderate the Financial Review.
Section C | Secretary
In the absence of the President and Vice-President, the Secretary shall preside over the meetings of the Organization.
The Secretary shall keep an accurate record of all meeting proceedings and shall be the custodian of those records. The President has the power to delegate meeting minute recording, preparation, and distribution.
The Secretary shall have charge of all correspondence required by the organization and keep a record of correspondence sent.
The Secretary shall maintain membership lists and records. The Secretary shall send all dues notices in October that are due by January 31st of the following year.
Other tasks and duties may be implemented, as appropriately determined by the President.
Section D | Treasurer
The Treasurer shall have custody of the Organizations’ funds and shall review for accuracy the monthly reconciliations of all receipts and disbursements documented by the Bookkeeper.
The Treasurer will have the authority to sign checks.
The Organization may retain a Bookkeeper to maintain the records and submit the 990 tax form.
The Treasurer, with the help of officers and key members, must develop and present a proposed budget in February based on the previous December YTD values and proposed projects for the New Year. The budget will be approved at the March meeting.
The Treasurer shall determine that all obligations approved by the Executive Committee have been met and all revenue received has been deposited into the Organization’s bank accounts.
All officers are responsible for reviewing any monthly reports submitted by the Treasurer and/or bookkeeper and be familiar with funds of the organization.
The Treasurer with the records from the Bookkeeper shall prepare a financial report to be provided at each regular and annual meeting.
The Treasurer may use an outside bookkeeper for official forms, such as the reporting requirements of United States Treasury Internal Revenue Service’s (IRS) Forms 990, or others, if agreed upon by the Executive Committee. If further assistance is needed, the Executive Committee will obtain it.
All expenditures shall have receipts/explanations. It will be determined at a monthly meeting the amount of funding acceptable for ongoing events, such as concerts, that will not require individual approval (but receipts are necessary) by the Board. All requests above that amount will require prior approval.
The Treasurer shall determine the gross revenues for each calendar year for the purpose of the following:
If annual receipts exceed five hundred thousand dollars ($500,000), a CPA Firm must be hired to perform a full Financial Statement Audit, which includes an opinion of the reasonableness of said Financial Statements in accordance with Generally Accepted Auditing Standards.
If annual receipts for any year are from $1-$24,999, a Federal From 990N may be filed, or as required by the United States Treasury’s Internal Revenue Service (IRS).
If annual receipts are $25,000, or more, United States Treasury’s IRS reporting will be completed via the Form 990, or as required.
The Treasurer will be responsible, in conjunction with the President, for all required Corporate and tax filings; including, but not limited to, Delaware Divisions of Corporations, Internal Revenue Service Annual and Payroll Reporting with State, County, and Local reporting requirements.
Section E | Assistant Treasurer
The Assistant Treasurer will have authority to sign checks, and other financial banking needs, upon acknowledgement of President or Treasurer.
The Assistant Treasurer and President will submit a monthly report to the Treasurer and Bookkeeper for any checkbook activity relating to checks and deposits made by him/her.
The Assistant Treasurer does not have the authority to make changes to the banking procedures, or financial reporting requirements, as specified under Section D | Treasurer.
Section F | Past President
The immediate Past President shall continue as a voting officer of the Organization.
The Past President shall help with public relations such as taking pictures and posting articles and notices in the local papers, upon approval of the Executive Committee or Committee Chair Holders.
Article VI | Committees
The President shall appoint annually, a Financial ReviewCommittee, consisting of four officers including Treasurer and Assistant Treasurer. The President will attend, and the Vice-President will moderate. An additional three to four members (dues current) will also attend. The Bookkeeper will also attend. The committee will hire and receive the results of any CPA firms’ audit if further review is warranted, communicate those findings, and assist in implementation of corrective action, if needed. If revenue exceeds $500,000 then a CPA firm must be hired in accordance to Article V, Section D.7. The committee shall submit a report at the annual meeting of the organization.
The President shall appoint additional committees as deemed necessary to complete work or projects required. The committee may be terminated upon completion of the project.
Article VII | Dues
Payment of annual dues is required by Members in the amount determined by the Executive Committee each year. Payment of dues for existing members is required by the end of January following the notices that are mailed in October of the previous year.
Lifetime Members, upon receipt of the Lifetime Membership Dues, are not required to pay the annual dues.
Article VIII | Seal
The Corporate Seal shall be in the form of a circle and shall bear the name of the corporation and the year of incorporation. Trap Pond Partners – 2001 (Division of Corporations – 2006)
Article IX | Amending the Bylaws
These Bylaws may be amended, repealed, or altered in whole, or in part, by 2/3 vote of the Members (dues current) present at the annual meeting in November. If for any reason during the year it is considered necessary to revise the bylaws, the changes may be voted on at the next monthly meeting with prior notice given to the membership (dues current) provided a quorum is present. Changes would be required if any activity or function may by contradictory to our Mission.
Article X | Rules of Order
Meetings will be conducted similar to Roberts’ Rules of Order, as will all matters of substance, not specifically covered in the Bylaws.
Article XI | Compensation
No part of the net earnings of the organization shall be used to the benefit of, or be distributable to, its members, officers, or other private persons. The Officers shall be authorized to pay reasonable compensation for services rendered (and to make payments and distributions) in accordance as set forth in the Mission Statement in compliance with the Code of Ethics &Conflict of Interest in the Addendum of Polices.
Article XII | Dissolution of the Corporation
The Organization may be dissolved only upon adaptation of a plan of dissolution and distribution of assets by the Executive Committee that is consistent with the Certificate of Incorporation, Delaware State Law, and these Bylaws.
Upon the dissolution of the Corporation, assets shall be distributed to the State of Delaware Division of Natural Resources for the Benefit of Trap Pond State Park, at first refusal, or for one or more exempt purposes within the meaning of the Internal Revenue Code section 501©3, or corresponding section of any future federal tax code, as approved by the Executive Committee.
ADDENDUM OF POLICIES TO BYLAWS
1. Code of Ethics & Conflict of Interest
a. Executive Officers have two basic responsibilities, support and governance. They are the fiduciaries who steer the organization towards a sustainable future by adopting sound, ethical, and legal governance and financial management policies. They must exercise prudence and sound fiscal practices.
b. Executive Officers have a duty of care to make reasonable decisions for the organization. They have a duty of loyalty to never use information gained for personal reasons. There is also a duty of faithfulness to the mission of Trap Pond Partners.
c. Executive Officers shall serve the Board and organization as a whole, rather than any special interest group. Avoid even the appearance of conflict of interest that might compromise the Board. Do not accept offers, favors, or gifts from those doing business with the organization.
d. Executive Officers & Partners shall respect others, have integrity and honesty, and be objective and fair.
2. Lobbying Policy
a. No substantial part of the activities of the Organization shall be the carrying of propaganda or otherwise attempting to influence legislation.
3. Transparency Policy
a. Trap Pond Partners believes one of its goals is to have transparency in any dealings, by being willing to publish and make available critical data to members and the public where appropriate. This is for the purpose of building trust among members and the communities.
4. Volunteering Policy
a. Volunteers are critical to the success of Trap Pond Partners to implement the organization’s mission and programs. A volunteer is anyone who, without compensation, performs tasks at the direction of the organization.
b. Volunteers are asked to keep track, on a monthly basis, of the numbers of hours spent volunteering at, or for, Trap Pond State Park to report back at the monthly meetings.
c. No volunteer may act as an official spokesperson for Trap Pond Partners, without designation by the Board of Directors.
5. Whistle Blower Policy
a. Trap Pond Partners is committed to lawful and ethical behavior in all of its activities and requires elected officers and members to act in accordance with applicable laws, regulations, and polices, and to observe high standards of personal ethics in their conduct. Honesty and integrity must be practiced in fulfilling our mission.
6. No Solicitation Policy
a. Trap Pond Partners is focused on their mission. Therefore, at no events will solicitation be allowed. This includes political, charitable, religious, fund raising by others, petitions or any other form of unrelated activities.
7. Purchasing Policy
a. It is often necessary for members to purchase materials, merchandise or food to conduct ongoing business of the Organization. This is done through either the TPP Credit Card (in the President’s name) with prior approval and post receipt submittal or with personal cash or credit with reimbursement upon submittal of receipts.
b. Except for known required purchases such as concert supplies, the President should be made aware of what needs to be procured prior to purchase.
c. Large items costing more than $300 should be discussed in a monthly meeting. Final approval of purchase will be by the Board. Reimbursement will occur upon receipts being submitted.
d. The pre-approval process does not apply to grants. Contractors will submit documentation of work to be done with estimates of cost. Payment will be made upon approval by the Board and receipt of itemized invoices.