By-Laws

Constitution and Bylaws

By-Laws

ARTICLE I: NAME

Section 1: Description
  • This organization shall be known as Friends of Camp Whitsett, a charitable nonprofit unincorporated association registered with the State of California.

Section 1: Mission Statement
  • The mission of Friends of Camp Whitsett is to enhance and expand the Camp Whitsett Experience.
Section 2: Vision Statement
  • The vision of Friends of Camp Whitsett is to be the champion that inspires individuals to make the Camp Whitsett Experience a part of their story.
Section 3: Objectives
  • The objectives of Friends of Camp Whitsett (FOCW) are:
    1. To identify and communicate with former staff members, campers, and supporters of Camp Whitsett, a Boy Scout Camp in the Sequoia National Forest operated by Western Los Angeles County Council, Van Nuys, CA.
    2. To provide service to the Camp in the form of physical labor.
    3. To provide financial support for improvements to the Camp Whitsett Experience through monetary and in-kind donations.
    4. To aid in the marketing and promotion of the Camp Whitsett Experience.
    5. To provide a continually updated display of Camp Whitsett memorabilia at the Camp to educate Scouts about the history of Camp Whitsett.
    6. To keep Members up to date on Camp news through regular communications.
    7. To plan and conduct events, including a summer gathering at Camp Whitsett, as deemed appropriate by the Board of Directors.

Section 1: Classification and Description
  • Membership shall consist of any person who supports the objectives of Friends of Camp Whitsett, and registers to be a Member of Friends of Camp Whitsett.
  • Members shall enjoy all privileges either defined in these Bylaws or determined by the Board of Directors.
Section 2: Dues
  • The amount of the annual dues shall be determined by the Board of Directors for each calendar year.
Section 3: Expulsion
  • A written petition of expulsion charging an FOCW Member with specific behavior inconsistent with objectives of Friends of Camp Whitsett may be presented. The petition should be presented to the Secretary of FOCW or any other Officer. Upon receipt of the expulsion petition, the Board of Directors shall inform the accused Member in detail of the expulsion petition and conduct a thorough review of the specific charges. After review, the Board shall vote to accept or reject the petition, with an affirmation vote of three-fourths of the members of the Board voting necessary for expulsion. If the accused is a member of the Board, they shall be ineligible to vote on expulsion.

Section 1: Composition and Responsibilities of the Governing Body
  • Composition
    1. The governing body of Friends of Camp Whitsett shall be known as the Board of Directors, or the Board, of Friends of Camp Whitsett. It shall consist of twelve (12) Directors.
    2. The Scout Executive of Western Los Angeles County Council or the Executive’s designee shall be invited to participate in Board meetings in a non-voting capacity.
  • Responsibilities
    1. The Board shall be accountable to the Membership for all formulation and implementation of specific policies and programs of FOCW, and for the conducting of FOCW business.
    2. The Board shall pursue only such policies and programs which have as their sole purpose the furtherance of the objectives of FOCW, as stated in Article II.
    3. The Board shall by all feasible means encourage the widest possible participation by the Membership in FOCW programs, projects and activities,
    4. The Board shall solicit new ideas from the Membership for programs, projects and activities.
    5. The Board shall adhere to the desires of the Membership when planning and implementing all activities, programs and procedures.
    6. The Board shall regularly communicate to the Membership the activities and decisions of the Board.
    7. The Board, by majority vote, shall authorize all contracts, agreements, and obligations undertaken in the name of FOCW.
Section 2: Qualifications and Responsibilities of Directors
  • Qualifications
    1. Only Members 18 years or more of age shall be eligible to sit on the Board of Directors.
    2. A Member may not hold more than one seat on the Board at any one time.
    3. Employees of Western Los Angeles County Council may not serve on the Board.
    4. Directors may serve as volunteer Camp Staff with the approval of the Board.
      • Directors seeking approval cannot be present during any discussion about or voting on this approval.
  • Responsibilities
    1. All Directors will serve as an Officer of the Board or as a Chairperson or member of a Committee of the Board.
    2. ll Directors are responsible to generate an annual financial contribution to FOCW at an amount to be determined by the Board.
    3. Directors shall attend three-fourths of the regular meetings of the Board.
    4. Directors should attend the annual FOCW General Meeting.
    5. Directors shall take on other duties as necessary for the good of FOCW.
    6. Directors are volunteers and shall not receive any monetary compensation for work done on behalf of FOCW. 
Section 3: Election and Terms of Office
  • The term of office for all Directors shall be three years.  Terms begin on September 1 of the year of election and end on August 31 of the third year.  Terms are staggered with the terms of four Directors ending each year.  Directors may be re-elected to the Board for multiple terms without limit.
  • The election of Directors to fill the open seats shall take place each year, beginning four weeks prior to the annual General Meeting and concluding at the Meeting.
  • The election shall be conducted by the FOCW Nominations Committee.
  • Notification of the upcoming election shall be communicated to the Membership no later than twelve weeks prior to the General Meeting, and include the deadline set by the Nominations Committee for eligible candidates seeking election to notify the Committee of their intent. Candidates may submit a short statement of one hundred words or less to be included with the ballot.
  • The Nominations Committee shall seek out candidates for all open seats and ensure that there is a minimum of four candidates for the election.
  • The Nominations Committee shall verify that all candidates meet the qualifications as set forth in Section 4.02 of these Bylaws.
  • The Nominations Committee shall prepare the ballot for the election, along with any Candidates’ statements, and provide it to the Communications & Marketing Committee for publication no later than five weeks prior to the General Meeting.
  • Only Members 18 or more years of age are eligible to vote and may only vote once in an election.
  • Members may vote by mail or electronically prior to the General Meeting.  Ballots submitted by mail or electronically must be received by the Nominations Committee no later than three days prior to the General Meeting to be counted.
  • Members may submit ballots during the General Meeting until the election is declared to be closed by the Chairperson or designated representative of the Nominations Committee.
  • Once the election is closed, the Nominations Committee will tally the votes.
  • The four candidates with the largest number of votes of the ballots received shall be elected.
  • In the event of a tie, a runoff election will be conducted by the Nominations Committee at the General Meeting. All Members 18 or more years of age who are present are eligible to vote one time in the runoff election.
  • Results of the election will be announced prior to the conclusion of the General Meeting.
Section 4: Officers
  • The Officers of FOCW shall consist of a President, Vice President, Secretary and Treasurer.
  • Officers shall be elected by the Board from its members, and shall serve a term of 1 year, beginning on September 1 of the year of election, and ending on August 31 of the following year.
  • Election of Officers
    1. After the General Meeting but before September 1, an Organizational Meeting for the purpose of electing Officers shall be arranged by the Nominations Committee and presided over by the Chairperson or designated representative of said Committee.
    2. Only returning and incoming Board members shall be invited to attend the Organizational Meeting and participate in the elections.
    3. The Nominations Committee shall accept nominations for each office from returning and incoming Board members prior to the meeting.
    4. At the meeting, elections for each Office shall be conducted in this order:  President, Vice President, Secretary, Treasurer.  
    5. Elections shall be conducted by secret ballot unless there is unanimous consent by those eligible to vote to conduct the election by a voice vote.
    6. The candidate for each Office who receives the majority of the votes cast for that Office shall be elected to the Office.
    7. There is no limit to the number of terms a Board member may serve as an Officer of FOCW.
  • Duties of Officers
    1. President
      • Officially represent FOCW in all business matters.
      • Conduct both General and Board meetings.
      • Appoint new Directors to fill vacancies on the Board, as set forth in Section 4.06 of these Bylaws.
      • Appoint Chairpersons for committees as needed.
      • Chair the Executive Committee.
      • Oversee the Development and Service committees and any Ad Hoc committees not being overseen by another Officer.
      • Implement all FOCW mandates in a timely manner.
      • Prepare the Annual Report to the Membership for the General Meeting.
      • Cast a vote to break a tie vote of the Board or when necessary to meet a quorum.
      • Designate themself or another Board member as secondary signatory on financial accounts.
      • Hold Directors and Chairpersons accountable.
      • Reach out to large donors to express appreciation on behalf of FOCW.
    2. Vice-President
      • Assist the President in performance of duties.
      • Assist all Committee Chairpersons with performance of duties.
      • Preside over meetings in the absence of the President.
      • Act as Parliamentarian and Sergeant-at-Arms for all Board meetings.
      • Oversee the Communications & Marketing and Technology committees.
      • Other duties as assigned by the President or the Board.
    3. Secretary
      • Maintain and distribute written records of FOCW activities, including minutes of meetings.
      • Maintain the legal records and documents of FOCW.
      • Receive and manage general FOCW correspondence.
      • Maintain and updates membership records.
      • Oversee the History & Archives and Nominations committees.
      • Preside over meetings in the absence of the President and Vice President.
      • Other duties as assigned by the President or the Board.
    4. Treasurer
      • Oversee the collection and disbursement of FOCW monies.
      • Maintain a documented record of all monetary transactions.
      • Maintain records of individual donors and provide annual acknowledgement of donations to donors as required by the IRS.
      • File appropriate tax documentation.
      • Act as primary signatory on all financial accounts.
      • Submit regular financial reports to the Board.
      • Submit an annual financial statement to the Board each January.
      • Oversee the Finance & Budget and Events committees.
      • Preside over meetings in the absence of all other Officers.
      • Other duties as assigned by the President or the Board.
Section 5: Committees
  • Standing Committees
    1. FOCW shall operate Standing Committees to assist in fulfilling the purpose of the Association.
    2. Chairpersons for the Standing Committees shall be appointed by the President. Said Chairpersons may be Directors or volunteer Members of FOCW.  Chairpersons of Standing Committees shall continue in the position until such time that they resign, are asked to step down by the President or are removed by a majority vote of the Board.
    3. The Standing Committees and their responsibilities are as follows:
      • Communications & Marketing
        • Maintain the list of Members of FOCW.
        • Work to increase membership in FOCW.
        • Facilitate communications from FOCW to the Membership and external parties.
        • Maintain an active presence on FOCW social media accounts.
        • Improve the identity of FOCW with the Membership, at Camp, and with the public.
        • Oversee the branding, logo, and image development of FOCW.
        • Develop promotional materials for FOCW.
        • Create merchandise items for FOCW.
        • Work with the Events, Service, and other committees to expand the identity of FOCW at events.
        • Other duties as assigned by the President or the Board.
      • Development
        • Oversee all fundraising efforts of FOCW.
        • Develop marketing strategies to promote fundraising events and short-term and long-term giving campaigns, in coordination with the Communications & Marketing Committee.
        • Work with the Events committee to plan and execute fundraising events.
        • Develop strategies to increase Membership giving levels, in coordination with the Communications & Marketing Committee.
        • Oversee donor recognition programs and events.
        • Supervise short-term and long-term giving campaigns.
      • Events
        • Plan and execute all fundraising events, in coordination with the Development committee.
        • Maintain a calendar of all scheduled events of FOCW.
        • Other duties as assigned by the President or the Board.
      • Executive
        • The Executive Committee is comprised of the Officers and the immediate Past President.
        • Review the By-laws and recommend amendments as per Section 7.02 of these By-laws.
        • Ensure that the Officers, Board and Committees fulfill their duties and responsibilities as outlined in these By-laws.
        • Other duties as assigned by the President or the Board.
      • Finance & Budget
        • Review the accuracy of the financial reports issued by the Treasurer.
        • Ensure FOCW’s nonprofit status is current and valid at both Federal and State levels.
        • Execute all donation letters.
        • Receive and review all requests for Camp-related expenses.
        • Review the yearly budget.
        • Ensure compliance with insurance policies.
        • Other duties as assigned by the President or the Board.
      • History & Archives
        • Keep an inventory of all Archived memorabilia owned by FOCW.
        • Receive donations of memorabilia and determine whether to keep for the Archives or forward to the Events committee for auction.
        • Ensure that all Archived materials are preserved and stored properly.
        • Maintain and secure displays of FOCW-owned memorabilia at Camp Whitsett.
        • Develop and maintain histories of Camp Whitsett and FOCW.
        • Work with the Technology committee to develop and maintain an online museum on FOCW’s website.
        • Work with the Communications & Marketing and other committees to develop materials to inform the Members and the public about the history of Camp Whitsett.
        • Work to create a physical Camp Whitsett history museum space at Camp.
        • Other duties as assigned by the President or the Board.
      • Nominations
        • Identify and recruit volunteers to serve on FOCW’s Board and Committees.
        • Maintain records of the skills and resources of the Membership.
        • Supervise the annual Board elections.
        • Plan and preside over the annual Organization Meeting of the incoming Board to elect the Officers for the coming year.
        • Other duties as assigned by the President or the Board.
      • Service
        • Plan and execute a minimum of two Service Weekends each year, including one in the Spring before Summer Camp begins, and in the Fall after Summer Camp ends.
        • Recruit volunteer Camp Commissioners for Summer Camp, in coordination with the Camp Director, and submit names of volunteers to the Board for approval.
        • Develop strategies to increase attendance at Service Weekends.
        • Other duties as assigned by the President or the Board.
      • Technology
        • Maintain FOCW website and social media sites.
        • Maintain financial, membership and other software utilized by FOCW to conduct its business.
        • Provide technology recommendations to the Board.
        • Other duties as assigned by the President or the Board.
Section 6: Vacancies
  • Should a vacancy occur on the Board, the President shall appoint a replacement with the approval of two-thirds of the Board, to serve the remainder of the term.
  • Should a vacancy occur of one of the four Officer positions, the Board will elect a replacement from its members.
Section 7: Removal
  • A written removal petition, detailing specific charges of misconduct against any individual Director, may be submitted to the Board by any three Directors or any five Members.
  • The Board shall notify the Director so charged and shall conduct a detailed review of the specific charges alleged. The review will be conducted by a committee composed of three Directors appointed by the President (or the Vice-President if the President is charged). Directors submitting the petition and the charged Director may not serve on the review committee.
  • If the review committee finds merit in the charges, the Board shall be given a copy of the petition and the results of the review. A special meeting of the Board will be held not less than 21 days after this notification. A unanimous decision of Board members present and voting at the special meeting is required to remove the Director. The Director being charged shall not have a vote at this meeting.
  • Members submitting the petition shall be invited to attend the special meeting and shall be notified of the results of the vote.

SECTION 1: Purpose
  • The FOCW Board may choose to create an Advisory Council. The FOCW Advisory Council is an opportunity for those with the highest level of skill in organizational leadership, community engagement, and/ or financial development to help FOCW grow its impact. The Council may be made up of one or more people without maximum.
SECTION 2: Appointment Process
  • Nominations to the Advisory Council may be submitted to the President by any FOCW Member for consideration.
  • The President shall forward any nominations submitted to the Board for review and approval.  Approval requires a two-thirds vote of the Board in favor of appointment.  Any nominee being considered for appointment to the Advisory Council may not be in attendance during any discussion or vote on their appointment.
  • Members of the Board and FOCW Members running for a seat on the board are not eligible for appointment.
  • Once appointed, Council Members serve until they resign or are removed for no longer meeting the qualifications of membership on the Council.
  • Removal requires a recommendation by the President to the Board, and a two-thirds vote of the Board in favor of removal.  Any Council member being considered for removal may not be in attendance during any discussion or vote on their removal.
  • Upon removal or resignation, a two-thirds vote of the Board can move a former Council Member to Member Emeritus status, which is an honorary title, and carries no requirements or expectations of duties.
SECTION 3: Criteria for Selection
  • Nominees for appointment to the Advisory Council shall exemplify the values of Scouting and FOCW, and meet one or more of the following criteria:
    1. Has provided extraordinary service to FOCW or has an ability to do so in the future.
    2. A desire for ongoing support of FOCW and the achievement of its vision.
    3. An ability and willingness to provide strategic/ organizational guidance to FOCW and/ or connections to others who can.
    4. An ability and willingness to provide major fundraising opportunities to FOCW and/ or connections to others who can.
SECTION 4: Role
  • Advisory Council members shall play a significant and ongoing role in driving the mission of FOCW forward directly or through the guidance of the FOCW Board.
  • Advisory Council members shall meet formally at least once a year to review the state, needs and plans of FOCW.  Meetings shall be convened and presided over by the FOCW President.
  • Advisory Council members are invited to all meetings of the FOCW Board and allowed to contribute to all discussions but have no voting power.

Section 1: Meetings
  • There will be a General Meeting of the Membership held at a summer gathering at Camp Whitsett. At this meeting elections will be held for open Director positions, and the President will present the annual report of the Organization to the Membership, including financial and membership information.
  • The General Meeting must take place prior to September 1st.
  • If there is no summer gathering at Camp Whitsett, the annual meeting may be held at a different location, or be a virtual meeting, at the discretion of the Board.
  • Other Meetings of the Membership may be called by the Board for special purposes as needs dictate.
  • The Board shall hold regular meetings at least four times each year for the purpose of conducting FOCW business. These meetings shall be opened to all interested.
  • Meetings of the Board shall be called by the President when requested by any three Board Members, or by any five Members of FOCW, or at the discretion of the President. In all cases, notification for a Board meeting shall be given at least two weeks in advance and shall state the time and place of the meeting.
  • Meetings of committees will be held as necessary and called by the chairperson of the committee.
Section 2: Parliamentary Authority
  • The Board shall have the specific authority to adopt at any time, in whole or in part, any recognized body of parliamentary practice to supplement specific rules cited herein or other special rules adopted by the Board. The Board shall have at any time the specific authority to rescind any such adoption, to adopt any other recognized body of parliamentary practice in like fashion, or to adopt no such body of parliamentary practice, without limit.
  • In any case of conflict between specific rules cited herein or special rules adopted by the Board and rules of any body of recognized parliamentary practice so adopted, the specific rules cited herein, or other special rules adopted by the Board shall take precedence.
Section 3: Voting Procedures
  • Whenever possible, decisions of the Board shall be reached during scheduled meetings of the Board.
  • All Directors shall have one vote of equal standing in all Board decisions.
  • A quorum, consisting of two-thirds of the members of the Board, shall be required to legally conduct FOCW business other than a telephone / e-mail poll decision. Remote participation by voice in the meeting counts as part of the quorum.
  • Except where otherwise noted herein, a simple majority of Directors voting shall approve all motions.
  • In the event urgent business requires a speedier decision than a scheduled Board meeting will allow, the President may poll all Board Members individually, by telephone or e-mail. The request of three Directors shall require the President to poll the Board. All Board Members must be contacted in any telephone / email poll. A minimum of 24 hours must be allowed to provide the opportunity for discussion. Three-fourths of the members of the Board must submit a vote or abstain on the motion for the vote to be valid.
Section 4: Finances
  • The Board shall cause the financial affairs of FOCW to be conducted on a calendar year basis.
  • The Board shall approve a budget for operating expenses for each fiscal year.
  • The Treasurer shall only issue payment for expenditures that are included in the approved budget or authorized by the Board.
  • The Board shall not authorize the creation of any amount of indebtedness in the name of Friends of Camp Whitsett.
  • At each scheduled Board meeting, the Treasurer shall provide a report of all financial transactions since the previous meeting.
  • In January of each year, the Treasurer shall provide a written annual report of all financial transactions for the preceding calendar year.
  • At any time, the Board may authorize an audit of the Treasurer’s reports and statement of all accounts.
Section 5: Property
  • All tangible property of Friends of Camp Whitsett, as well as all financial records, “books”, minutes, rosters, and other records of Friends of Camp Whitsett in the care and custody of any Members, remains the property of Friends of Camp Whitsett, and upon demand of the Board shall be immediately returned to the custody of the Board.
  • Upon liquidation or dissolution of Friends of Camp Whitsett, all remaining properties or assets of the organization shall be distributed and paid over to an organization selected by the Board that supports Camp Whitsett as a Boy Scout Camp.  In the event that Camp Whitsett is no longer operated as a Boy Scout Camp, the Board shall select an organization that is dedicated to non-profit purposes and which has established its tax-exempt status pursuant to Section 501(c) of the Internal Revenue Code.  No part of the properties or assets shall be distributed to the benefit of any Member, Director or Officer of Friends of Camp Whitsett.

Section 1: Procedures
  • This Constitution and by-laws may be amended or revised by one of the following methods:
    1. The Directors may amend or revise by a two-thirds vote at a regular meeting of the Board. Following the vote, the amendments will be published to the Membership for review and comment for a period of not less than 21 days. Following the review period, the amendments will be confirmed by a second two-thirds vote of the Board.
    2. Amendments may be proposed in writing by five Members of FOCW and approved by a two-thirds vote of the Members voting at the annual General Meeting. The proposal must be submitted to the Board at least 30 days prior to the annual General Meeting.
Section 2: By-laws Updating
  • The Board is held responsible for the reviewing of these by-laws a minimum of every two years, either by the Executive Committee or a committee appointed by the President, consisting of two or more Members.
 

 

Effective as of September 1, 2012

Amended on June 4, 2024