Trap Pond Partners, Inc.
​Bylaws & Policies

October 2020 | Last Revised 

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​BYLAWS

Trap Pond Partners, Inc. is a Non-Profit 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 33587 Bald Cypress Lane, 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 State 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

1. Membership in the Organization shall be open to anyone who has a sincere interest in Trap Pond State Park.
2. Membership may be terminated by a majority vote of the members of the Organization. However, no member shall be terminated without receiving an opportunity to be heard by a majority of the members of the Organization.
3. Ex-officio are non-voting members, such as State Park employees.
4. 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.

Article II | Meetings

1. The regular meetings of Trap Pond Partners shall be held at 6:30 PM, on the second Wednesday night of each month. At the November meeting, a majority vote will decide if there is a need for a December meeting.
2. 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.
3. 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.
4. Meetings are normally held in the Trap Pond State Park Nature Center, or the Trap Pond Partners Headquarters building.
5. Five members of the Organization shall constitute a quorum, provided that one is an elected member.
6. Unless specifically mentioned in these Bylaws, the business of the Organization shall be conducted through majority vote of the members present, or majority vote of a quorum.

Article III | Executive Committee (Governance) 

1. 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 Organization's Mission Statement.
2. 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 5.

Article IV | Election of Officers

1. Nominations for the election of officers shall be opened during the regular meeting in October, biennially, on even ended years.
2. 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.
3. A President, Vice President, Secretary, Treasurer, and Assistant Treasurer shall be elected, taking office the following January.
4. The term of the elected Officers shall be two years. Officers may serve multiple terms, if elected at the next election. 
5. 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.
6. Any officer may be removed for cause of vote of the Executive Board & Membership, provided there is a quorum of not less than the majority present at the meeting, at which such action is taken.
7. 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 Officers​

Section A | President

1. The President shall preside over all meetings of the Organization.
2. The President shall appoint all necessary committees.
3. The President shall represent the Organization and enter into agreements and sign contracts, as authorized by the Executive Committee, and otherwise represent the Organization where required.
4. The President shall prepare an annual report of the year's 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 Audit Committee as detailed in Article 6 and the amount of Fixed Assets transferred to the State of Delaware's Trap Pond Stat ePark that year.
5. 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 & Payroll Reporting, State, County, and local reporting requirements.
6. The President shall solicit and maintain appropriate insurance coverage for Trap Pond Partners, Inc. and its' Officers for protection against any liabilities and exposures.
7. The President will have the authority to sign checks.

Section B | Vice President

1. The Vice President shall perform the duties of the President during his/her absence.
2. The Vice President shall review the financial transactions of the Organization on a periodic and regular basis, in order to strengthen financial internal controls. The Vice President will attest to their understanding of the financial transactions quarterly, with a focus on the appropriateness of disbursements and reasonableness of income. Accounting records will be verified by comparing to bank statements received directly from the bank. These procedures will be reported to the President prior to the following monthly meeting.

Section C | Secretary

1. In the absence of the President and Vice President, the Secretary shall preside over the meetings of the Organization.
2. 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. 
3. The Secretary shall have charge of all correspondence required by the Organization and keep a record of correspondence sent.
4. The Secretary shall maintain membership lists and records, and send dues notices in October, as appropriately determined by the President.
5. Other tasks & duties may be implemented, as appropriately determined by the President.

Section D | Treasurer

1. ​The Treasurer shall have custody of the Organizations’ funds and shall keep accurate monthly reconciliations of all receipts and disbursements.
2. The Treasurer will have the authority to sign checks.
3. The Treasurer must develop and present a proposed budget in February based on the previous December YTD values. The budget will be approved at the March meeting.
4. The Treasurer shall determine that all obligations approved by the Executive Committee have been met and all revenue received has been deposited into the Organizations bank accounts.
5. The Treasurer shall prepare a financial report to be provided at each regular and annual meeting.
6. The Treasurer shall collect & deposit dues.
7. The Treasurer may use an outside CPA for official forms, such as the reporting requirements of United States Treasury Internal Revenue Services (IRS) Forms 990, or others, if agreed upon by the Executive Committee.
8. 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

1. The Assistant Treasurer will have authority to sign checks, and other financial banking needs, upon acknowledgement of President or Treasurer.
2. 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

1. The immediate Past President shall continue as a voting officer of the Organization.
2. 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

1. The President shall appoint annually, an Audit Committee, consisting of at least three members and the President & Treasurer. The audit committee will hire and receive the results of any CPA firms’ audit, communicate those finding, 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 audit committee shall submit a report at the annual meeting of the organization.
2. 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

1. 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.
2. Lifetime Members, upon receipt of the Lifetime Membership Dues, are not required to pay the annual dues.

Article VIII | Seal

1. 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

1. These Bylaws may be amended, repealed, or altered in whole, or in part, by 2/3 vote of the Members present at the annual meeting in November.

Article X | Rules of Order

1. Meetings will be conducted according to 'Roberts' Rules of Order,' as will all matters of substance, not specifically covered in the Bylaws.

Article XI | Compensation

1. 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

1. 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.
2. 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 Polices to Bylaws

Operational Policies

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 organizations mission and programs. A volunteer is anyone who, without compensation, preforms 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.