FORB's Bylaws
FRIENDS OF RIVERBEND PARK, INC.
ARTICLE I: PURPOSE
Section1: Mission. The Friends of Riverbend Park, Inc. (FORB) is an independent, non-stock, non-profit corporation, established in the Commonwealth of Virginia on August 5, 1999, with the purpose of providing support to Riverbend Park.
Section 2: Restrictions - No activity of FORB shall support political campaigns on behalf of any candidate for public office; restrict membership on the basis of race, religion, gender or national origin; or do anything to disqualify its tax-exempt status pursuant to the United States’ Internal Revenue Code.
ARTICLE II - MEMBERSHIP
Section 1: Eligibility. Membership in FORB is open to all persons who support the purposes of FORB as set forth in the Articles of Incorporation and pay membership dues. A member-in-good standing shall have dues in a currently paid-up status as defined by the Board of Directors. Due to inherent conflict of interest, employees of the Fairfax County Park Authority are not permitted to be members of FORB, but can offer valuable insights and information regarding the park and its operations.
Section 2: Membership Fees. Categories of membership and their respective fees shall be established by the Board of Directors.
Section 3: Voting Privileges. Members will vote for the Board of Directors. At the discretion of the board, inquiries and votes may be solicited from the membership for input to decisions that affect the board or its services to the park. Each member in good standing shall have one vote on any matter referred to the membership for decision. Voting can be done by email or other electronic means. Membership is not transferable and does not allow any rights or interest in the assets or income of FORB. No proxy votes are permitted.
Section 4: Member Communications. The Board will communicate with members through emails, newsletters, social media, FORB’s website, or other methods as deemed appropriate by the Board of Directors. Members may be invited to Board meetings at the Board’s discretion.
The board will provide an annual report to all members summarizing significant actions and accomplishments undertaken by the board.
Membership meetings may be requested by the President or the Board of Directors. A special meeting of members is not required to be held at a geographic location if the meeting is held by means of the internet of other electronic communications technology.
ARTICLE III - BOARD OF DIRECTORS
Section 1: Governance. The affairs of FORB will be managed by a Board of Directors composed of at least six, but not to exceed ten, Directors, elected by the membership. In addition, the manager of Riverbend Park or his or her designee will be an ex officio member of the Board.
Section 2: Board Election. Candidates for the elected Directors will be nominated by a nominating committee consisting of three people appointed by the Board; Board members are eligible to be member of the nominating committee. Board candidates must be members of FORB in good standing and residents of Fairfax County. Members of the nominating committee are eligible candidates.
Section 3: Terms of Office. Elected Directors serve three-year terms. A vacancy on the Board may be filled by the remaining directors for the unexpired term. A director elected to fill a vacancy shall serve the remaining term of his or her predecessor, or until a successor has been elected and qualified. The term of three years may be adjusted as needed, upon the vote of the Board.
Section 4: Attendance Rule. Each Director is expected to attend all regular meetings of the Board and all special called meetings and Annual Meetings of FORB. Those members with three consecutive unexcused absences as determined by the Chair may be removed from the Board of Directors. A Director may send notice of a proxy and may delegate their vote on specific issues (by hard copy or electronically) in the event of their absence to the President or other member of the Board.
Section 5: Compensation. Directors shall be volunteers and shall receive no compensation for their services, except on occasion for certain expenses directly related to the mission and purposes of FORB, if approved by the Board of Directors.
Section 6: Commitment and Ethics Rule. Each Director must maintain a high commitment to the stated mission and goals of FORB, and exhibit the highest ethical standards in the conduct of business of the board. A Director may not participate in a vote in which he or she may have a conflict of interest. If the Director’s behavior is judged to be in conflict with the mission or ethical obligations of their role, or found to be incompatible with the best interests of FORB, they can be removed for cause by a majority vote of the other Directors.
Section 7: Vacancies. Any vacancy that occurs on the Board of Directors, whether by death, resignation, removal or any other cause, may be filled by appointment by the remaining directors. This appointment must be affirmed by the membership when that Director’s seat would normally be up for re-election. The vacancy need not be filled as long as there is the minimum number of Directors on the Board. The Board of Directors shall have the power to remove an officer or agent of the organization.
ARTICLE IV - MEETINGS OF THE BOARD OF DIRECTORS
Section 1: Meetings and Notice. The Board of Directors will meet monthly at least ten months of the year. The Board of Directors may meet in person or by virtual means, upon the call of the President or a majority of the Directors.
Section 2. Actions Without Meetings. Actions may also be taken by the Board of Directors without a formal meeting. If a consent is sought on the action to be taken, each director must communicate acceptance or dissent in writing (i.e., through electronic communications).
Section 3: Special Board Meetings. Notice of a special meeting of the Board of Directors must be given at least forty-eight hours but no more than thirty days in advance. Neither the business to be transacted nor the purpose of the meeting need be specified in the notice. Notice may be waived before or after the meeting.
Section 4: Quorum & Voting. A majority of the Board of Directors constitutes a quorum for the transaction of business. Majority is defined as half plus one. A proxy submitted by an absent Board member counts toward a quorum. In the event votes end in a tie, the President casts the deciding vote. The act of a majority of the Directors present at a meeting is sufficient to bind FORB except where these Bylaws provide otherwise. Any dissent shall be entered in the minutes of the meeting. The Board shall keep written minutes of its proceedings in its permanent records.
ARTICLE V - COMMITTEES
Section 1: Formation of Committees. The Board of Directors, by resolution adopted by the Board, may appoint from its members a committee or committees, temporary or permanent, and designate the duties, powers and authorities of such committees. Committee authority is limited to matters that do not require Bylaw-required actions to be taken by the Board. The committee also does not have the authority to spend money in excess of an amount budgeted by the Board for necessary Committee expenses. Members of the Committee may, but need not, be Directors.
Section 2: Scope/Purpose of Committees. Committees will manage their duties as directed by the Board or Chair. Minutes of Committee meetings and records of all official actions must be made and delivered to the Secretary.
ARTICLE VI - OFFICERS
Section 1: Number of Officers. The officers of the organization shall be a President, a Vice President, a Treasurer, and a Secretary. Other officers may be added as the Board of Directors may determine. Each officer will hold office for a term of one year or until a successor is appointed.
President. The President shall be the chief executive officer and shall preside at all meetings of the Board of Directors. The President also presides over any meetings of the membership.
Vice President. The Vice President shall perform the duties of the President in the absence of the President and shall assist that office in the discharge of its leadership duties.
Secretary. The Secretary shall keep an accurate list of the directors, and shall have the authority to certify any records, or copies of records, as the official records of the organization. The Secretary shall maintain the minutes of the Board of Directors' meetings.
Treasurer. The Treasurer shall be responsible for conducting the financial affairs of the organization as directed and authorized by the Board of Directors. The Treasurer has custody of the intangible assets of FORB, keeps full and accurate accounts of receipts and disbursements, files financial reports and returns required by the State Corporation Commission and tax authorities and renders to the Board of Directors, at each meeting, an account of all transactions and the financial condition of FORB. The Treasurer also provides a roster of members who are current in payment of dues to the Secretary as needed to give notices required by these Bylaws.
Section 2: Records and Membership Rosters. The official records and membership rosters of FORB will be maintained by either the Secretary, President, or Vice President. The official records may be maintained either as hard copies or online and will be available to the other Board members.
Section 3: Officer Compensation.Officers of FORB serve without compensation but may be reimbursed for their actual and reasonable expenses incurred in carrying out the purposes of FORB, upon approval by a majority of Board members.
Section 4: Election and Terms of Office. The Board of Directors will designate the officers from among themselves; provided, however that the manager of Riverbend Park or his or her designee may not be designated an officer. The officers shall be elected annually by the Board of Directors at the first meeting of the year.
Section 5: Board Policies. The policy or position of FORB shall be determined by majority vote of the Board of Directors.
ARTICLE VII - CONTRACTS AND FINANCIAL AFFAIRS
Section 1: Authorizations. The Board of Directors may authorize any Officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of FORB, and such authority may be general or confined to specific instances.
Section 2: Credit/Loans No loans may be contracted on behalf of FORB and no evidences of indebtedness may be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. FORB may not make any loans to an Officer or Director.
Section 3: Financial Distributions. All checks, drafts or other orders for the payment of money issued in the name of FORB must be signed by the Treasurer, or other officer as determined by the Board. All distributions must be pre-authorized by the Board and bank transactions visible to at least three officers on the board.
Section 4: Internal Audit. An internal audit will be conducted by the Board every two years. There will be two auditors chosen among current or former Board members, but not among officers of the Board.
Section 5: Funds Retention. Funds of FORB not otherwise employed will be deposited to the credit of FORB in such depositories as the Board of Directors may select.
ARTICLE VIII - GENERAL PROVISIONS
Section 1: Indemnification of Officers and Directors. FORB will indemnify, to the fullest extent permitted by the laws of the Commonwealth, any Director or Officer of FORB against expenses actually and necessarily incurred by him in connection with the defense of any action, suit or proceeding in which he is made a party by reason of being or having been such Director or Officer, except in relation to matters as to which he is adjudged to be liable for negligence or misconduct in the performance of a duty. Such indemnification is not exclusive of any other rights to which such Director or Officer may be entitled, under any agreement, vote of the Board of Directors or otherwise.
Section 2: Fiscal Year. The fiscal year of FORB will be the calendar year.
Section 3: Exempt Activities. Notwithstanding any provision in these Bylaws or in FORB's Articles of Incorporation, FORB may not carry on any activities not permitted to be carried on by an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States internal revenue law).
Section 4: Dissolution. Upon dissolution of FORB, all moneys and assets then in possession of FORB will be distributed to Riverbend Park for its sole use.
ARTICLE IX - ADOPTION
Section 1: Effective Date. These Bylaws will become effective upon the affirmative vote by the majority of a quorum of the Board of Directors.
Section 2: Amendment to Bylaws. The bylaws may be amended, altered, or repealed by the Board of Directors by a majority of a quorum vote.
Section 3: Communication. The Bylaws will be communicated to the membership and posted on FORB’s website.
Section 3: Renewal. The Bylaws will be affirmed or amended every five years.
ADOPTED: November 16, 1999
REVISION ADOPTED: August 1, 2007
RECONFIRMED: December 15, 2012
REVISION ADOPTED: November 13, 2018
REVISION ADOPTED: January 17, 2023
REVISION ADOPTED: April 15, 2025