BY-LAWS
The Florida Paddling Trails Association, Inc.
a not-for-profit corporation
Last revised: March 11, 2025
ARTICLE I: GENERAL
1. The Corporation shall be a not-for-profit organization known as The Florida Paddling Trails Association, Inc., hereinafter referred to as "Association."
2. The Mission of the Association is to support, improve, and maintain water trails; promote environmental protection along the trails; serve as a resource and advocate for paddlers; and promote paddling safety and education.
3. The Association is organized exclusively for charitable purposes, as a not-for-profit organization. Its activities shall be conducted in such a manner that no part of its funds shall inure to the benefit of any member. In addition, the Corporation shall be authorized to exercise the powers permitted non-profit corporations under Chapter 617, Florida Statutes: provided, however, that the Corporation exercising any one or more of its powers, shall do so in furtherance of the exempt purposes for which it has been organized as described in Section 501(c)(3) of the Internal Revenue Code or any amendments or additions thereto.
4. The offices of the Corporation shall be located in Gainesville, Florida.
5. The annual fiscal year shall begin on the first day of January and end on the 31st of December.
6. The Corporation shall develop and adhere to a code of ethics that supports the mission of the Association and is consistent with applicable law.
7. These By-Laws may be altered, amended or repealed, in whole or in part, by affirmative vote of a majority of the Board of Directors when there is a quorum present, provided that the notice of the meeting contains a statement of the proposed alteration or amendment.
8. The Association does not and shall not discriminate based on race, color, religion, gender, gender expression, age, national origin, disability, marital status, sexual orientation, or military status in any of its activities or operations.The Association is an equal opportunity employer.
9. No member, Board member, Executive Committee officer, or volunteer of the Association shall be liable for acts or defaults of any other member, Board Member, or Executive Committee officer for any loss sustained by the Association or any member thereof or liability of the Association unless the same has resulted from his or her willful misconduct or gross negligence.
ARTICLE II: ORGANIZATION
1. The Association shall be a membership organization governed by a Board of Directors, Executive Committee, and Officers as set forth below.
2. The Association will be the nonprofit steward of the Florida Circumnavigational Saltwater Paddling Trail (FL CT), cooperating with the Florida Department of Environmental Protection's Office of Greenways and Trails and other local, regional, state, and federal entities. There shall be an Office of Greenways & Trails Representative who shall serve on the Board of Directors and Executive Committee as a liaison between the Department and the Association.
3. The Association has divided the state of Florida into 15 regions, labeled A through O. Each Region may have two to three segments.
4. Each Region shall have a Regional Director serving on the Association's Board of Directors. Co-director assignment is highly encouraged to support organizational continuity and succession planning. The Regional Director/Co-Directors shall monitor their segment and work with "Trail Keeper" volunteers to monitor water trails within their Region.
5. The Association shall have an Operations Manual spelling out, among other things, job descriptions for Regional Directors/Co-Directors, Program Coordinators, and Website Manage
ARTICLE III: MEMBERSHIP
1. Membership is open to all who express an interest in the Association and pledge to uphold its ethics.
2. The Board of Directors shall set annual dues that may vary depending on the membership type. Only members whose dues are current shall be entitled to membership benefits.
3. Any member whose dues remain unpaid for one month after they have become due may be dropped from the membership rolls.
ARTICLE IV: BOARD OF DIRECTORS
1. The Board of Directors shall be made up of the Officers of the Corporation, the FL DEP/OGT Liaison, and the Regional Directors. If there are Co-Regional Directors, they shall cast a single vote for their respective region. Program Coordinators shall serve on the Board as non-voting members. All other members shall have a single vote.
2. Regional Directors/Co-Directors and Program Coordinators' terms are for one year and shall be automatically reinstated at the beginning of each year unless they notify the President they no longer wish to serve.
3. The Board of Directors shall have the following responsibilities and authority:
A. Manage the business, property, and affairs of the Association.
B. Exercise all powers not prohibited by the Articles of Incorporation or Bylaws.
C. Appoint and oversee Program Coordinators.
D. Ensure effective functioning of committees.
E. Dispose of funds and property.
F. Perform other incidental duties as needed.
4. Meetings of the Board of Directors shall be held a minimum of four times per year. The Board of Directors may permit any or all members to participate in a regular or special meeting by, or conduct the meeting through, any means of communication by which all members participating in a meeting by this means are deemed to be present in person at the meeting. The last meeting of the year shall be the annual organizational meeting for the Association.
5. A quorum for Board of Directors meetings shall consist of 50% of the Directors actively serving plus one.
6. Meetings shall be conducted according to Robert's Rules of Order, with the option to modify procedures by majority vote, including flexibility for voting electronically or by voice vote, setting time limits for discussions, and adopting other procedural adjustments during the meeting.
7. Voting is required for changes to the Mission Statement or Bylaws, the annual budget (or changes exceeding $2,000), annual Association goals, and annual dues. A majority vote at a meeting with a quorum is needed for these matters.
8. The President may call special Board meetings with seven days' notice for pressing issues. For urgent situations, phone conferences or internet meetings may be held for the Board or specific regions at the President's discretion.
9. Regional Directors may convene special meetings within their regions, providing reasonable notice, e.g., 48 hours, to regional members.
10. Board members shall not receive any salary or fees for their services, but may be reimbursed for approved expenses incurred in connection with service performed for the Association in their activity as Board Members or otherwise. Written records are required for expenses.
11. Conflict of Interest and Meeting Policy: When a vote is to be taken by the Board, one board member may be challenged by another on a claim of conflict of interest. If a conflict of interest is determined, the board member so challenged shall refrain from further discussion on the matter at hand and shall not vote on the single matter on which they were challenged. The overriding policy of the Board shall be to conduct its affairs openly to the maximum extent possible, consistent with the need for limited executive sessions for discussion of sensitive matters such as, but not limited to, personnel, pending litigation, or negotiating positions.
12. A Board member may be suspended or removed with or without cause by the affirmative vote of two-thirds of the Board.
ARTICLE V: OFFICERS
1. There shall be the following officers of the Association:
A. A President who shall serve as President of the Association and preside at meetings of the Board of Directors and of the members. The President shall appoint Program Coordinators and Regional Directors/Co-Directors for terms of one year, to be automatically reinstated at the beginning of each year unless they notify the President they no longer wish to serve. Such appointments shall be subject to Executive Committee approval and reviewed by the Board.
B. A Vice President who shall fill in for the President when the President is unavailable.
C. A Secretary shall keep minutes of Board meeting and perform other duties assigned by the Board.
D. A Treasurer who shall oversee finances, maintain records, file tax forms, and submits budgets.
E. A CT Manager who shall oversee the coordination between FPTA and the Florida Department of Environmental Protection in regards to updates about the Florida Saltwater Circumnavigational Paddling Trail (CT) as well as keeping track of individuals paddling the CT.
2. An Officer must be a member in good standing of the Association.
3. Any Board member or Association member in good standing may make Officer nominations by sending a written nomination to the Association Secretary before the last board meeting of the year.
4. Officers shall be elected at the last board meeting of the year by a majority vote of the board members. In cases where an officer resigns before their term ends, a special election may be called to fill the vacant position.
5. The term of an Officer is one year, beginning January 1 of the year following the November election, with no limit on the number of terms and Officer may hold.
6. An Officer may be suspended or removed with or without cause by the affirmative vote of two-thirds of the Board of Directors.
7. An Officer may resign by delivering their written resignation to the Board of Directors. Such resignation shall be effective upon receipt unless specified to be effective at some other time.
ARTICLE VI: EXECUTIVE COMMITTEE
1. The Executive Committee shall consist of the Officers of the Association. The FL DEP/OGT Liaison shall serve as a non-voting Member at Large to the Executive Committee. The President may appoint up to two additional non-voting Members at Large to the Executive Committee.
2. The Executive Committee has powers of the Board between meetings, with spending limited to $2,000 without full Board approval. Actions must be summarized at the next Board meeting. Meetings and votes may be held electronically or by phone.
ARTICLE VII: VOLUNTEERS
1. Generally
Volunteers form the backbone of the Association, with Trail Angels and Trail Keepers playing crucial roles: Trail Angels support paddlers, while Trail Keepers dedicate themselves to maintaining the Florida Circumnavigational Saltwater Paddling Trail and other waterways. Additionally, our volunteer support programs ensure every individual can contribute meaningfully.
2. Trail Keepers
A. Qualification: Should be a member in good standing of the Florida Paddling Trails Association.
B. Nomination: Nominations are sent to the Regional Director.
C. Appointment: This is a volunteer position appointed by the Regional Director or Co-Directors. No election is necessary.
D. Length of Term: One year and can be re-appointed as often as needed.
E. Duties: Assist in maintaining trails, campsites, and signage in their Region.
3. Trail Angels
A. Qualification: Should be a member in good standing in the Florida Paddling Trails Association.
B. Nomination: Nominations are sent to the Regional Director or Co-Directors.
C. Appointment: This is a volunteer position appointed by the Regional Director or Co-Directors. No election is necessary.
D. Length of Term: One year and can be re-appointed as often as needed.
E. Duties: Trail Angels will work under the direction of the Region Directors or Co-Directors. Names and contact information of volunteers will be forwarded to the appropriate Region Director.
These Bylaws, as amended, were adopted March 11, 2025, at a regular meeting of the Board.