NON-PROFIT BYLAWS OF BRAZIL AMERICA
The following Bylaws shall be subject to, and governed by, the Non-Profit Corporation Act of Florida Statute and the Articles of Incorporation of Brazil America Business Council.
In the event of a direct conflict between the herein contained provisions of these Bylaws and the mandatory provisions of the Non-Profit Corporation Act of Florida Statute, said Non-Profit Corporation Act shall be the prevailing controlling law. In the event of a direct conflict between the provisions of these Bylaws and the Articles of Incorporation of Corporation/Organization, it shall then be these Bylaws which shall be controlling.
ARTICLE I – NAME
The legal name of the Non-Profit Corporation/Organization shall be known as BRAZIL AMERICA BUSINESS COUNCIL, and shall herein be referred to as the “Corporation/Organization.”
ARTICLE II – PURPOSE
The general purposes for which the BRAZIL AMERICA BUSINESS COUNCIL has been established are as follows: The purpose for which the Non-Profit Corporation is formed is set forth in the attached Articles of Incorporation.
The BRAZIL AMERICA BUSINESS COUNCIL is established within the meaning of IRS Publication 557 Section 501(c)(6) Organization of the Internal Revenue Code of 1986, as amended (the “Code”) or the corresponding section of any future federal tax code and shall be operated exclusively for …
In addition, the BRAZIL AMERICA BUSINESS COUNCIL has been formed for the purpose of performing all things incidental to, or appropriate in, the foregoing specific and primary purposes. However, the BRAZIL AMERICA BUSINESS COUNCIL, shall not, except to an insubstantial degree, engage in any activity or the exercise of any powers which are not in furtherance of its primary non-profit purposes.
The BRAZIL AMERICA BUSINESS COUNCIL shall hold and may exercise all such powers as may be conferred upon any nonprofit organization by the laws of the State of Florida and as may be necessary or expedient for the administration of the affairs and attainment of the purposes of the Corporation/Organization. At no time and in no event shall the Corporation/Organization participate in any activities which have not been permitted to be carried out by a Corporation/Organization exempt under Section 501(c) of the Internal Revenue Code of 1986 (the “Code”)
ARTICLE III – OFFICES
The principal office of the Corporation/Organization shall be located at 300 Moody Way, Winter Park, Florida 32789. The Corporation/Organization may have other such offices as the Board of Directors may determine or deem necessary, or as the affairs of the Corporation/Organization may find a need for from time to time.
The Corporation may have offices at such other places or overseas, either within or without the State of Florida, and the Executive Board of Directors from time to time, may determine or as the affairs of the Corporation may require.
ARTICLE IV – DEDICATION OF ASSETS
The properties and assets of the Corporation/Organization are irrevocably dedicated to and for non-profit purposes only. No part of the net earnings, properties, or assets of this Corporation/Organization, on dissolution or otherwise, shall inure to the benefit of any person or any member, director, or officer of this Corporation/Organization.
On liquidation or dissolution, all remaining properties and assets of the Corporation/Organization shall be distributed and paid over to an organization dedicated to non-profit purposes which has established its tax-exempt status pursuant to Section 501(c) of the Code.
ARTICLE V – BOARD OF DIRECTORS
The Corporation/Organization shall be governed by a Board of Directors (the “Board”), which shall have all the rights, powers, privileges and limitations of liability of directors of a non-profit corporation organized under the Non-Profit Corporation Act.
The Board shall establish policies and directives governing business and programs of the BRAZIL AMERICA BUSINESS COUNCIL and shall delegate to the Executive Director and Corporation/Organization staff, subject to the provisions of these Bylaws, authority and responsibility to see that the policies and directives are appropriately followed.
Number and Qualifications
The Board shall have up to Ten (10 )but no fewer than Seven (7) members. The number of Board members may be increased beyond Ten (10)members or decreased to less than Seven (7) members by the affirmative vote of 2/3 of the then serving Board of Directors. A Board member need to be a resident of the State of FLORIDA.
In addition to the regular membership of the Board, representative of such other organizations or individuals as the Board may deem advisable to elect shall be Ex-Officio Board Members, which will have the same rights and obligations, including voting power, as the other directors.
The Board shall receive no compensation other than for reasonable expenses. However, provided the compensation structure complies with Sections relating to “Contracts Involving Board Members and/or Officers” as stipulated under these Bylaws, nothing in these Bylaws shall be construed to preclude any Board member from serving the Corporation/Organization in any other capacity and receiving compensation for services rendered.
The Governance Committee shall present nomination for new and renewing Board members . Recommendations from the Governance Committee shall be made known to the Board in writing before nominations are made and voted on.
New and renewing Board members shall be approved by a two-thirds majority of those Board members at a Board meeting at which a quorum is present.
Term of Board
All appointments to the Board shall be for a term of one year(s). No person shall serve more than 4 consecutive terms unless a majority of the Board, during the course of a Board meeting at which a quorum is present, votes to appoint a Board member to 4 additional year(s).
No person shall serve more than 4 consecutive years. After serving the maximum total number of consecutive years on the Board, a member may be eligible for reconsideration as a Board member after 1 years have passed since the conclusion of such Board member’s service.
A vacancy on the Board of Directors may exist at the occurrence of the following conditions:
- a) The death, resignation, or removal of any director;
- b) The declaration by resolution of the Board of a vacancy in the office of a director who has been declared of unsound mind by a final order of court, convicted of a felony, found by final order or judgment of any court to have breached a duty pursuant to the Corporation Code and/or Act of the law dealing with the standards of conduct for a director, lack of ability to perform its duties, toxic behavior or has missed consecutive meetings of the Board of Directors, or a total of 25% of the meetings of the Board during any one calendar year;
- c) An increase in the authorized number of directors; or
- d) The failure of the directors, at any annual or other meeting of directors at which director(s) are to be elected, to elect the full authorized number of directors.
The Board of Directors, by way of affirmative vote of a majority of the directors then currently in office, may remove any director without cause at any regular or special meeting, provided that the director to be removed has been notified in writing in the manner set forth in Article 5 – Meetings that such action would be considered at the meeting.
Except as provided in this paragraph, any director may resign effective upon giving written notice to the Executive Director and President, unless the notice specifies a later time for the effectiveness of the resignation.
If the resignation is effective at a future time, a successor may be designated to take office when the resignation becomes effective. Unless the Executive Director is first notified, no director may resign when the Corporation/Organization would then be left without a duly elected director in charge of its affairs.
Any vacancy on the Board may be filled by vote of 2/3 of the directors then in office, whether or not the number of directors then in office is less than a quorum, or by decision of the Executive director. A Board member elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.
Each Board member shall have the right to resign at any time upon written notice thereof to the Chair of the Board, Secretary of the Board, or the Executive Director.
Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof, and the acceptance of such resignation shall take effect upon receipt thereof, and the acceptance of such resignation shall not be necessary to make it effective.
A Board member may be removed, with or without cause, at any duly constituted meeting of the Board, by the affirmative vote of 2/3 of then-serving Board members and agreement of the Executive Director.
The Board’s regular meetings may be held at such time and place as shall be determined by the Executive Director. The Executive Director or Chair of the Board, may call a special meeting of the Board with Three (3) days’ written notice provided to each member of the Board.
The notice shall be served upon each Board member via hand delivery, regular mail, email, or fax. The person(s) authorized to call such special meetings of the Board may also establish the place the meeting is to be conducted, so as long as it is a reasonable place to hold any special meeting of the Board.
The Secretary shall be responsible for the recording of all minutes of each and every meeting of the Board in which business shall be transacted in such order as the Board may determine from time to time. However, in the event that the Secretary is unavailable, the Executive Director shall appoint an individual to act as Secretary at the meeting. The Secretary, or the individual appointed to act as Secretary, shall prepare the minutes of the meetings, which shall be delivered to the Corporation/Organization to be placed in the minute books. A copy of the minutes shall be delivered to each Board member via either regular mail, hand delivered, emailed, or faxed within Three (3)business days after the close of each Board meeting.
At each meeting of the Board of Directors or Board Committees, the presence of 2/3 of the board shall constitute a quorum for the transaction of business.
If at any time the Board consists of an even number of members and a vote results in a tie, then the vote of the Executive Director shall be the deciding vote. The act of the majority of the Board members serving on the Board or Board Committees and present at a meeting in which there is a quorum shall be the act of the Board or Board Committees, unless otherwise provided by the Articles of Incorporation, these Bylaws, or a law specifically requiring otherwise.
If a quorum is not present at a meeting, the Board members present may adjourn the meeting from time to time without further notice until a quorum shall be present.
However, a Board member shall be considered present at any meeting of the Board or Board Committees if during the meeting he or she is present via telephone or web conferencing with the other Board members participating in the meeting.
Each Board member shall only have one vote. In case of voting by Annual Meeting (Members Vote), a quorum of 20% of Members must be met.
The presence of tempering, mistakes of any nature, or missing on the ballot or with results, will automatically annul the election and another election meeting should be called.
Substitute Annual Meeting
If the annual meeting shall not be held during the period established in Section 2.1, a substitute annual meeting may be called in accordance with the provisions of Section 2.4 or as provided by the Act. A meeting so called shall be designated and treated for all purposes as the annual meeting, always determine by the Executive Director.
Board members or members shall not be allowed to vote by written proxy
Participation by Audio Medium
Upon approval by the Board of Directors, any one or more directors may participate in any meeting of the Board or its committees by means of a conference telephone or similar communications medium allowing all directors participating in the meeting to hear one another simultaneously throughout the meeting. Participation by such means shall constitute presence in person at a meeting.
Board Member Attendance
An elected Board Member who is absent from 25% of regular meetings of the Board during a fiscal year shall be encouraged to reevaluate with the Chair of the Board his/her commitment to the Corporation/Organization. The Executive Director may deem unnecessary a Board member who has missed 25% of the meetings to have such reevaluation with the Chair and have him/her resigned from the Board.
Voting List and Record Date
The Secretary of the Corporation shall prepare an alphabetical list of the members entitled to vote at each annual meeting, or any adjournment thereof, with the Company name of each member, which list shall be kept on file at the principal office of the Corporation for a period beginning two (2) business days. Such list shall be subject to inspection and copying (at the member’s expense). This list shall also be produced and kept open at the time and place of the annual meeting and shall be subject to inspection by any member at any time during the meeting or any adjournment.
The Executive Director shall establish a date for the annual meeting of members, and only members in good standing shall be entitled to vote at such meeting. The Board may establish such procedures and rules for the determination of the good standing of members as it may deem reasonable and necessary
ARTICLE VI – OFFICERS
All officers must be of Brazilian Nationality or Native Brazilian American, fluent in English and Portuguese, in good standards with the organization.
The Chair of the Board (Chief Executive Officer), is a paid position, hired by the Board of Directors, and also of Brazilian Nationality or Brazilian American native, fluent in English and Portuguese.
All corporate powers shall be exercised by and under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Executive Director.
The Board shall elect officers of the Corporation/Organization which shall include a President, a Secretary, a Treasurer, and such other officers as necessary for the good of the Organization. Neither the Secretary nor the Treasurer may serve concurrently as the Chair of the Board or the President.
In addition to the duties in accordance with this Article, officers shall conduct all other duties typically pertaining to their offices and other such duties which may be required by law, Articles of Incorporation, or by these bylaws, subject to control of the Board of Directors, and they shall perform any other such
additional duties which the Board of Directors may assign to them at their discretion.
The officers will be selected by the Board at its annual meeting, and shall serve the needs of the Board, subject to all the rights, if any, of any officer who may be under a contract of employment. Therefore, without any bias or predisposition to the rights of any officer that may be under any contract of employment, any officer may be removed with cause by the Board.
All officers have the right to resign at any time by providing notice in writing to the Chair of the Board, President, and/or Secretary of the Corporation/Organization, without bias or predisposition to all rights, if any, of the Corporation/Organization under any contract to which said officer is a part thereof.
All resignations shall become effective upon the date on which the written notice of resignation is received or at any time later as may be specified within the resignation and unless otherwise indicated within the written notice, a stated acceptance of the resignation shall not be required to make the resignation effective.
Any and all vacancies in any office because of death, resignation, disqualification, removal, or for any other cause, shall be filled in accordance to the herein prescribed bylaws for regular appointments to such office. The compensation, if any, of the officers shall be fixed or determined by resolution of the Board of Directors.
Appointment and Term.
The officers of the Corporation shall be appointed by the Executive Director for stated terms. Such appointments may be made at any regular or special meeting of the Board. The term is one year, and they may be renewed as it will be necessary.
Each officer shall hold office until the expiration of such officer’s term as a director of the Corporation prior to the stated term of his or her appointment, such officer’s death, resignation, retirement, removal or disqualification, will result in the appointment of an officer’s successor by the Executive Director.
Executive Director-Chief Executive Officer
The Board of Directors will place the Executive Director under a contract of employment, he/she shall be empowered to act, speak for, or otherwise represent the Corporation/Organization at meetings of the Board.
Subject to the direction of the Executive Board, the Executive Director shall be of Brazilian or Brazilian American Nationality, fluent in Portuguese and English. He/she is to direct and supervise the management of the Corporation in accordance with these By-Laws and Restated Articles. It is a paid position and requires the Corporation to employ the Executive Director. A salary should be set and agreed by the Executive Director and the Board.
The Executive Director shall sign, with any other proper officer, any deeds, leases, mortgages, bonds, contracts, or other instruments which may be lawfully executed on behalf of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be delegated by the President or the Board of Directors to some other officer or agent and, in general, he or she shall perform all duties incident to the office of Executive Director and such other duties as may be prescribed by the Executive Board of Directors from time to time.
Executive Director Duties
- Establish the organizational structure for the office and the related staffing structure;
- Establish administrative policies and procedures for office functions;
- Recruit, hire, and develop staff through direction, coaching, training, support and delegation of responsibilities.
- Administer an effective personnel program, which includes job descriptions, performance standards, performance appraisals, and salary administration;
- Develop and supervise an effective program of membership development and membership services;
- Develop and maintain an effective communications program responsive to the needs of the membership;
- Develop and conduct education programs to advance the professional, technical, and managerial skills of the membership;
- Utilize partnerships with local agencies as appropriate;
- Organize and conduct an annual meeting consistent with the objectives of the Council;
- Provide all necessary information and materials to inform the Board, elected officials, partner agencies and membership on appropriate issues;
- Maintain effective internal and external public relations;
- Serve as spokesperson for the Council in conjunction with the President;
- Manage the finances of the Council, including timely delivery of monthly financial reports to the board and the preparation of an annual budget and long- range forecasts of needs; approval of disbursements, signing or co-signing checks with one of the board’s officers and maintaining general control of expenditures.
- Maintain the legal integrity of the Council;
- Plan and coordinate meetings of the Board of Directors and others affiliated with the Council;
- Provide written monthly reports to the Board of Directors along with recommendations as needed;
- Monitor and assist committees of the Board; and, identify critical issues that may impact the Council’s and its members.
Other duties as assigned
Required Knowledge, Skills and Abilities:
- Ability to communicate clearly and concisely, both orally and in writing
- Ability to direct, supervise, and delegate work activity.
- Possess general knowledge of business practices, operations and needs.
- Ability to establish and maintain effective working relationships with the Board of Directors, employees, committees, members, governmental units, civic groups and the public.
- Ability to review and critically appraise program proposals and other complex issues.
- A demonstrated commitment to and vision for the mission of the Brazilian-American Business Council.
The Executive Director:
- Has regular contact with the Board of Directors and its committees on policy and program matters and other issues as appropriate;
- Works cooperatively with units of local government and other local partner agencies to achieve chamber goals;
- Maintains contact with regional, state and national organizations and the general membership to the extent needed for program objectives.
- Maintains appropriate relationships with other associations and vendors to enhance the image of the Chamber and the attainment of its objectives.
- The Executive Director is authorized to execute, in the name of the Corporation/Organization, any and all contracts or other documents which may be authorized, either generally or specifically, by the Board to be executed by the Corporation/Organization, except when required by law that the President’s signature must be provided.
- It shall be the responsibility of the President, in general, to supervise and conduct all activities and operations of the Corporation/Organization, subject to the control of the Board of Directors.
- The Executive Director shall keep the Board of Directors informed, shall freely consult with them in relation to activities of the Corporation/Organization, and shall see that all orders and/or resolutions of the Board are carried out to the effect intended.
Chair of the Board – President
The President is the face of the Brazil America Business Council, his authority is limited but of great importance since he/she will preside the meetings and required to be present at all meetings and events.
Subject to the direction of the Board of Directors, The Vice President shall be authorized to exercise its mandate in the event of the absence or disability of the President or a vacancy in the office of President.
The President-Elect shall perform such other duties and be delegated such authority of the President but limited to represent the President. Both President and President elect must be of Brazilian or Brazilian American Nationality and fluent in Portuguese and English. These positions are volunteer positions.
The President of the Board shall have the responsibility of the Chair of the Board, when present, to preside over all meetings of the Board of Directors and Executive Committee. The President of the Board along with the Vice President and Executive Director is authorized to execute, in the name of the Corporation/Organization, any and all contracts or other documents which may be authorized, either generally or specifically, by the Board to be executed by the Corporation/Organization, and all signatures must be provided at all times. In case of inability by the president the Vice President and Executive Director signatures will be enough to satisfy the authority.
The Vice President of the Board In the absence of the President of the Board, or in the event of his/her inability or refusal to act, it shall then be the responsibility of the Vice Chair of the Board to perform all the duties of the Chair of the Board, and in doing so, he/she shall have all authority and powers of and shall be subject to all of the restrictions on the Chair of the Board.
The Secretary, or his/her designee, shall be the custodian of all records and documents of the Corporation/Organization, which are required to be kept at the principal office of the Corporation/Organization, and shall act as secretary at all meetings of the Board of Directors, and shall keep the minutes of all such meetings on file in hard copy or electronic format.
She/he shall attend to the giving and serving of all notices of the Corporation/Organization and shall see that the seal of the Corporation/Organization, if any, is affixed to all documents, the execution of which on behalf of the Corporation/Organization under its seal is duly authorized in accordance with the provisions of these bylaws.
- A) the Corporation’s Articles of Incorporation, and all amendments hereto
- B) these By-Laws, and all the amendments in hereto
- C) minutes of the meetings, and all resolutions, of the Board of Directors
- D) the minutes of the meetings and the reports, of all committees of the Board of Directors
- E) the minutes of all meetings of members
- F) all written communications to members, and all financial statements required to be made available to members, for the preceding three (3) years
Treasurer (Chief Financial Officer)
It shall be the responsibility of the Treasurer to keep and maintain, or cause to be kept and maintained, adequate and accurate accounts of all the properties and business transactions of the Corporation/Organization, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements.
The Treasurer shall be responsible for ensuring the deposit of, or cause to be deposited, all money and other valuables as may be designated by the Board of Directors. Furthermore, the Treasurer shall disburse, or cause to be disbursed, the funds of the Corporation/Organization, as may be ordered by the Executive Director, and shall render to the Chair of the Board, President, and directors, whenever they request it, an account of all the Treasurer’s transactions as treasurer and of the financial condition of the Corporation/Organization.
The Treasurer of the Corporation shall care for funds and securities belonging to the Corporation and shall receive, deposit or disburse the same under the authority of the Executive Director. The Treasurer also shall keep full and accurate accounts of the finances of the Corporation in QuickBooks especially provided or that purpose; and he or she shall produce a monthly financial report to be presented to the Board of Directors monthly. He/she must cause a true statement of its assets and liabilities as of the close of each fiscal year and a statement of operations for such fiscal year, all in reasonable detail, to be made and filed at the registered or principal office of the Corporation within sixty (60) days after the end of such fiscal year.
The statement so filed shall be kept available for inspection by any member for a period of three (3) years; and the Treasurer shall mail e-mail or otherwise deliver a copy of the latest such statement to any board director or member upon his written request therefore. The Treasurer, in general, shall perform all duties incident to his office and such duties as may be assigned to him from time to time by the Executive Director.
Committees of Directors
The Executive Director may, by resolution adopted by a majority of the directors then in office, provided that a quorum is present, designate one or more committees Each such committee shall consist of two
(2) or more directors, and may also include persons who are not on the Board but whom the directors believe to be reliable and competent to serve at the specific committee. However, committees exercising any authority of the Board of Directors may not have any non-director members.
The Board may designate one or more alternative members (volunteers) of any committee who may replace any absent member at any meeting of the committee.
The appointment of members or alternate members of a committee requires the vote of a majority of the directors then in office, provided that a quorum is present. The Board of Directors may also designate one or more advisory committees that do not have the authority of the Board. However, no committee, regardless of Board resolution, may:
- a) Approve of any action that, pursuant to applicable Law, would also require the affirmative vote of the members of the Board if this were a membership vote.
- b) Keep records of the directors serving on the Board or on any committee.
- c) Committees should be: Government Affairs, Fundraising, Marketing, Audit.
Unless otherwise authorized by the Executive Director and Officers, no committee shall compel the Corporation/Organization in a contract or agreement or expend Corporation/Organization funds.
Pursuant to Article 7 – Committee of Directors, the Board may appoint an Executive Committee composed of a minimum of 3 directors, one of whom shall be the Chair of the Board of the Board and another shall be either the Vice Chair of the Board, the Secretary, or the Treasurer, to serve on the Executive Committee of the Board. The Executive Committee, unless limited in a resolution of the Board, shall have and may exercise all the authority of the Board in the management of the business and affairs of the Corporation/Organization between meetings of the Board, provided, however, that the Executive Committee shall not have the authority of the Board in reference to those matters enumerated in Article 7 – Committee of Directors. The Secretary of the Corporation/Organization shall send to each director a summary report of the business conducted in any meeting of the Executive Committee.
The Board, at its sole discretion, shall appoint an Audit Committee, which shall otherwise govern any committee’s operations, and may be comprised of one or more persons including persons other than directors of the Corporation/Organization. The membership of the Audit Committee shall not include the following persons: a) President; b) The Treasurer of the Corporation/Organization; c) Any employee of the Corporation/Organization; or d) Any person with a material financial interest in any entity doing business with the Corporation/Organization. In the event that the Board should appoint a Finance Committee, the members of said Finance Committee must comprise less than one-half (1/2) of the membership of the Audit Committee, and the Chair of the Finance Committee shall not serve on the Audit Committee.
The Audit Committee shall make recommendations to the Board of Directors regarding the hiring and termination of an auditor, who shall be an independent certified public accountant, and may be authorized by the Board to negotiate the auditor’s salary.
The Audit Committee shall consult with the auditor to assure its members that the financial affairs of the Corporation/Organization are in order, and after review shall determine whether to accept the audit.
It shall be the responsibility of the Audit Committee to ensure that the auditor’s firm adheres to the standards for auditor independence, as set forth in the latest version of the Government Auditing Standards, which have been published by the Comptroller General of the United States, or any standards established and published by the Attorney General of Florida.
Meetings and Actions of Committees
Meetings and actions of all committees shall be governed by, and held and taken in accordance with, the provisions of Article 5 – Board of Directors of these bylaws concerning meetings and actions of the directors, with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee.
Special meetings of committees may also be called by resolution of the Board of Directors. Notice of special meetings of committees shall also be given to any and all alternate members, who shall have the right to attend all meetings of the committee. Minutes shall be kept of each meeting of any committee and shall be filed with the Corporation/Organization records. The Board of Directors may adopt rules not consistent with the provisions of these bylaws for the governance of any committee.
If a director relies on information prepared by a committee of the Board on which the director does not serve, the committee must be composed exclusively of any or any combination of (a) directors, (b) directors or employees of the Corporation/Organization whom the director believes to be reliable and competent in the matters presented, or (c) counsel, independent accountants, or other persons as to matters which the director believes to be within that person’s professional or expert competence.
ARTICLE VIII-STANDARD OF CARE
A director shall perform all the duties of a director, including, but not limited to, duties as a member of any committee of the Board on which the director may serve, in such a manner as the director deems to be in the best interest of the Corporation/Organization and with such care, including reasonable inquiry, as an ordinary, prudent, and reasonable person in a similar situation may exercise under similar circumstances. In the performance of the duties of a director, he/she shall be entitled to rely on.
- a) One or more officers or employees of the Corporation/Organization whom the director deems to be reliable and competent in the matters presented;
- b) Counsel, independent accountants, or other persons, as to the matters which the director deems to be within such person’s professional or expert competence; or
- c) A committee of the Board upon which the director does not serve, as to matters within its designated authority, which committee the director deems to merit confidence.
The Corporation/Organization shall not make any loan of money or property to, or guarantee the obligation of, any director or officer, unless approved by the Florida Attorney General; provided, however, that the Corporation/Organization may advance money to a director or officer of the Corporation/Organization or any subsidiary for expenses reasonably anticipated to be incurred in the performance of the duties of such officer or director so long as such individual would be entitled to be reimbursed for such expenses absent that advance.
Conflict of Interest
The purpose of the Conflict of Interest policy is to protect the Corporation/Organization’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of one of its officers or directors, or that might otherwise result in a possible excess benefit transaction.
This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable corporations/organizations and is not intended as an exclusive statement of responsibilities.
Restriction on Interested Directors Not more than 10% (percent) of the persons serving on the Board of Directors at any time may be interested persons. An interested person is (1) any person currently being compensated by the Corporation/Organization for services rendered to it within the previous twelve (12) months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director; and (2) any brother, sister, parent, ancestor,
descendant, spouse, brother in-law, sister-in-law, son-in-law, mother-in-law, or father-in-law of any such person. However, any violation of the provisions of this section shall not affect the validity or enforce ability of any transaction entered into by the interested person.
Duty to Disclose In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors who are considering the proposed transaction or arrangement. Establishing a Conflict of Interest After the disclosure of the financial interest and all material facts, and after any discussion with the interested person, the interested person shall leave the Board meeting while the potential conflict of interest is discussed and voted upon.
The remaining Board members and Executive Director shall decide if a conflict of interest exists. Addressing a Conflict of Interest In the event that the Board should establish that a proposed transaction or arrangement establishes a conflict of interest, the Board shall then proceed with the following actions:
- a) Any interested person may render a request or report at the Board meeting, but upon completion of said request or report the individual shall be excused while the Board discusses the information and/or material presented and then votes on the transaction or arrangement proposed involving the possible conflict of interest.
- b) The Chair of the Board of the Board shall, if deemed necessary and appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
- c) After exercising due diligence, the Board shall determine whether the Corporation/Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
- d) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the best interest of the Corporation/Organization, for its own benefit, and whether it is fair and reasonable. It shall make its decision as to whether to enter into the transaction arrangement in conformity with this determination.
Violations of Conflict of Interest Policy
Should the Board have reasonable cause to believe an interested person has failed to disclose actual or possible conflicts of interest, the Board shall then inform the interested person of the basis for such belief and afford the interested person an opportunity to explain the alleged failure to disclose. If, after hearing the interested person’s explanation, and after making further investigation as may be warranted in consideration of the circumstances, the Board determines the interested person intentionally failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Procedures and Records
All minutes of the Board Meetings, when applicable, shall contain the following information:
- a) The names of all the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board’s decision as to whether a conflict of interest in fact existed.
- b) The names of the persons who were present for discussions and any votes relating to the transaction or arrangement, the content of the discussions, including any alternatives to the proposed transaction or arrangement, and a record of any vote taken in connection with the proceedings.
Acknowledgement of Conflict of Interest Policy
Each director, principal officer, and member of a committee with Board delegated powers shall be required to sign a statement which affirms that such person:
- a) Has received a copy of the conflict of interest policy;
- b) Has read and understands the policy;
- c) Has agreed to comply with the policy; and
- d) Understands that the Corporation/Organization is charitable, and in order to maintain its federal tax exemption, it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. Violation of Loyalty – Self-Dealing Contracts
A self-dealing contract is any contract or transaction (I) between this Corporation/Organization and one or more of its Directors, or between this Corporation/Organization and any corporation, firm, or association in which one or more of the Directors has a material financial interest (“Interested Director”), or (II) between this Corporation/Organization and a corporation, firm, or association of which one or more of its directors are Directors of this Corporation/Organization. Said self-dealing shall not be void or voidable because such Director(s) of corporation, firm, or association are parties or because said Director(s) are present at the meeting of the Board of Directors or committee which authorizes, approves or ratifies the self-dealing contract, if:
- a) All material facts are fully disclosed to or otherwise known by the members of the Board and the self-dealing contract is approved by the Interested Director in good faith (without including the vote of any membership owned by said interested Director(s);
- b) All material facts are fully disclosed to or otherwise known by the Board of Directors or committee, and the Board of Directors or committee authorizes, approves, or ratifies the self-dealing contract in good faith—without counting the vote of the interest Director(s)—and the contract is just and reasonable as to the Corporation/Organization at the time it is authorized, approved, or ratified; or
- c) As to contracts not approved as provided in above sections (a) and/or (b), the person asserting the validity of the self-dealing contract sustains the burden of proving that the contract was just and reasonable as to the Corporation/Organization at the time it was authorized, approved, or ratified. Interested Director(s) may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof, which authorizes, approves, or ratifies a contract or transaction as provided for and contained in this section. Indemnification To the fullest extent permitted by law, the Corporation/Organization shall indemnify its “agents,” as described by law, including its directors, officers, employees and volunteers, and including persons formerly occupying any such position, and their heirs, executors and administrators, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any “proceeding,” and including any action by or in the right of the Corporation/Organization, by reason of the fact that the person is or was a person as described in the Non-Profit Corporation Act. Such right of indemnification shall not be deemed exclusive of any other right to which such persons may be entitled apart from this Article.
To the fullest extent permitted by law, and, except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification in defending any “proceeding” shall be advanced by the Corporation/Organization of an undertaking by or on behalf of that person to repay such amount unless it is ultimately determined that the person is entitled to be indemnified by the Corporation/Organization for those expenses.
The Corporation/Organization shall have the power to purchase and maintain insurance on behalf of any agent of the Corporation/Organization, to the fullest extent permitted by law, against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, or to give other indemnification to the extent permitted by law.
EXECUTION OF CORPORATE INSTRUMENTS
Execution of Corporate Instruments
The Board of Directors may, at its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute any corporate instrument or document, or to sign the corporate name without limitation, except when otherwise provided by law, and such execution or signature shall be binding upon the Corporation/Organization.
Unless otherwise specifically determined by the Executive Director, President and Vice President or otherwise required by law, formal contracts of the Corporation/Organization, promissory notes, deeds of trust, mortgages, other evidences of indebtedness of the Corporation/Organization, other corporate/organization instruments or documents, memberships in other corporations/organizations, and certificates of shares of stock owned by the Corporation/Organization shall be executed, signed, and/or endorsed by the Executive Director, President and Vice President.
All checks and drafts drawn on banks or other depositories on funds to the credit of the Corporation/Organization, or in special accounts of the Corporation/Organization, shall be signed by Treasurer and Vice President as the Executive Director shall authorize to do so.
Loans and Contracts
No loans or advances shall be contracted on behalf of the Corporation/Organization and no note or other evidence of indebtedness shall be issued in its name unless and except as the specific transaction is authorized by the Board of Directors. Without the express and specific authorization of the Board, no officer or other agent of the Corporation/Organization may enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation/Organization.
ARTICLE X – RECORDS AND REPORTS
Maintenance and Inspection of Articles and Bylaws
The Corporation/Organization shall keep at its principal office the original or a copy of its Articles of Incorporation and bylaws as amended to date, which shall be open to inspection by the directors at all reasonable times during office hours.
Maintenance and Inspection of Federal Tax Exemption Application and Annual Information Returns
The Corporation/Organization shall keep at its principal office a copy of its federal tax exemption application and its annual information returns for three years from their date of filing, which shall be open to public inspection and copying to the extent required by law.
Maintenance and Inspection of Other Corporate Records
The Corporation/Organization shall keep adequate and correct books and records of accounts and written minutes of the proceedings of the Board and committees of the Board. All such records shall be kept at a place or places as designated by the Board and committees of the Board, or in the absence of such designation, at the principal office of the Corporation/Organization.
The minutes shall be kept in written or typed form, and other books and records shall be kept either in written or typed form or in any form capable of being converted into written, typed, or printed form. Upon leaving office, each officer, employee, or agent of the Corporation/Organization shall turn over to his or her successor or the Chair of the Board or President, in good order, such corporate/organization monies, books, records, minutes, lists, documents, contracts or other property of the Corporation/Organization as have been in the custody of such officer, employee, or agent during his or her term of office.
Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Corporation/Organization and each of its subsidiary corporations/organizations. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts of documents. Preparation of Annual Financial Statements The Corporation/Organization shall prepare annual financial statements using generally accepted accounting principles.
Such statements shall be audited by an independent certified public accountant, in conformity with generally accepted accounting standards, under supervision of the Audit Committee established by these bylaws. The Corporation/Organization shall make these financial statements available to the Florida Attorney General and members of the public for inspection no later than five days after the close of the fiscal year to which the statements relate.
The Board shall ensure an annual report is sent to all directors within five days after the end of the fiscal year of the Corporation/Organization, which shall contain the following information:
- a) The assets and liabilities, including trust funds, of this corporation at the end of the fiscal year.
- b) The principal changes in assets and liabilities, including trust funds, during the fiscal year.
- c) The expenses or disbursements of the Corporation/Organization for both general and restricted purposes during the fiscal year.
- d) The information required by Non-Profit Corporation Act concerning certain self-dealing transactions involving more than $50,000 or indemnifications involving more than $10,000 which took place during the fiscal year.
The report shall be accompanied by any pertinent report from an independent accountant or, if there is no such report, the certificate of an authorized officer of the Corporation/Organization that such
statements were prepared without audit from the books and records of the Corporation/Organization.
ARTICLE XI – FISCAL YEAR
The fiscal year for this Corporation/Organization shall end on December 23.
INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS
For purposes of this Article, the following definitions shall apply:
(a) “Corporation” means the Corporation and all “predecessors” thereof, as such term is defined in the Act.
(b) “Director” means an individual who is or was a director of the Corporation or an individual who, while director of the Corporation, is or was serving at the Corporation’s request as a director, officer, partner, trustee, employee or agent or another foreign or domestic corporation, partnership, limited liability company, association, joint venture, trust, employee benefit plan at the Corporation’s request if such director’s duties to the Corporation also impose duties on, or otherwise involve services by, the director to the plan or to participants in or beneficiaries of the plan. “Director” includes, unless the context requires otherwise, the estate or personal representative of a director.
(c) “Expenses” means expenses of every kind incurred in defending a Proceeding, including, but Not limited to, legal, accounting, expert and investigatory fees and expenses.
(d) “Indemnified Officer” shall mean each officer of the Corporation who is also a director of the Corporation and each other officer of the Corporation who is designated by the Board of Directors from Time to time as an Indemnified Officer. An Indemnified Officer shall be entitled to indemnification hereunder to the same extent as a Director, including, without limitation, indemnification with respect to director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, limited liability company, association, joint venture, trust, employee benefit plan or other enterprise.
(e) “Liabilities” means any obligation to pay any or all of the following: a judgment, a settlement, a penalty, a fine (including an excise tax assessed with respect to an employee benefit plan) and reasonable expenses, including, but not limited to, attorney’s fees of opposing parties incurred with respect to a Proceeding.
(f) “Proceeding” means any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, whether formal or informal, and any appeal therein (and or inquiry or investigation that could lead to such a proceeding).
In addition to, and not in any way in limitation of, all indemnification rights and obligations otherwise provided by law, the Corporation shall indemnify and hold harmless its Directors and Indemnified Officers against all Liabilities and Expenses in any Proceeding (including, without limitation, a Proceeding brought by or on behalf of the Corporation itself) arising out of their status as Executive Director or officers, or their service at the Corporation’s request as an Executive Director, officer, employee or agent of another foreign or domestic corporation, limited liability company, association, partnership, joint venture, trust, employee benefit plan or other enterprise, or their activities in any such capacity; provided, however, that the Corporation shall not indemnify a Director of an Indemnified Officer against Liabilities or Expenses that such person may incur on account of activities of such person which at the time taken where known or believed by him or her to be clearly in conflict with the best interest of the Corporation.
The Corporation shall also indemnify each Director and Indemnified Officer for his or her reasonable costs, expenses and attorneys’ fees incurred in connection with the enforcement of the rights to indemnification granted herein, if it is determined in accordance with Section 8.3 that the Director or Indemnified Officer is entitled to indemnification hereunder.
The Executive Board of Directors shall have the authority to adopt such resolutions pertaining to the implementation of this Section 8.2 as it may from time to time determine, and such resolutions shall be given full effect, even though they supplement, amplify or go beyond the provisions of this Section provided and to the extent such resolution does not violate any provision of the Act or Restated Articles.
This Section shall be construed in a manner to fully effect the purpose and intent of the resolution of the Corporation’s Executive Board of Directors approving and adopting this provision.
Any indemnification under Section 8.2 shall be paid by the Corporation in a specific case, only after a determination that the Executive Director or Indemnified Officer has met the standard of conduct set Forth. Such determination shall be made:
- a) by the Board of Directors or by a majority vote of a quorum consisting of directors not at the time parties to the Proceeding;
(b) by special legal counsel selected by the Board of Directors
Advances for Expenses.
The Expenses incurred by the Executive Director or Director or an Indemnified Officer in defending a Proceeding may be paid by the Corporation in advance of the final disposition of such Proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the Director or Indemnified Officer to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the Corporation against such Expenses. Subject to receipt of such undertaking, the Corporation shall make reasonable periodic advances for Expenses pursuant to this Section, unless the Board of Directors shall determine, in the manner provided and based on the facts then known, that indemnification under this Article VIII is or will be precluded.
Reliance and Consideration.
Any Director or Indemnified Officer who at any time after the adoption of this Article VIII serves or has served in any of the aforesaid capacities for or on behalf of the Corporation shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein.
Such right, however, shall not be exclusive of any other rights to which such person may be entitled apart from the provisions of this Article VIII. No amendment, modification or repeal of this Article VIII shall adversely affect the right of any Director or Indemnified Officer to indemnification hereunder with respect to any activities occurring prior to the time of such amendment, modification or repeal.
The Corporation may purchase and maintain insurance on behalf of its directors, officers, employees and agents and those persons who were or are serving at the request of the Corporation in any capacity with another corporation, partnership, limited liability company, association, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against or incurred by such person in any capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article or otherwise.
Any full or partial payment made by an insurance company under any insurance policy covering any director, officer, employee, agent or other person identified above made to or on behalf of a person entitled to indemnification under this Article VIII shall relieve the Corporation of its liability for indemnification provided for in this Article VIII or otherwise to the extent of such payment, and no insurer shall have a right of subrogation against the Corporation with respect to such payment.
ARTICLE XIII – AMENDMENTS AND REVISONS
These bylaws may be adopted, amended, or repealed by the vote of all of the directors then in office. Such action is authorized only at a duly called and held meeting of the Board of Directors for which written notice of such meeting, setting forth the proposed bylaw revisions with explanations therefore, is given in accordance with these bylaws. If any provision of these bylaws requires the vote of a larger portion of the Board than is otherwise required by law, that provision may not be altered, amended or repealed by that greater vote.
ARTICLE XIV – CORPORATE/ORGANIZATION SEAL
The Board of Directors may adopt, use, and alter a corporate/organization seal. The seal shall be kept at the principal office of the Corporation/Organization.
Failure to affix the seal to any corporate/organization instrument, however, shall not affect the validity of that instrument.
ARTICLE XV – CONSTRUCTION AND DEFINITIONS
Unless the context otherwise requires, the general provisions, rules of construction, and definitions contained in the Non-Profit Corporation Act as amended from time to time shall govern the construction of these bylaws. Without limiting the generality of the foregoing, the masculine gender includes the feminine and neuter, the singular number includes the plural and the plural number includes the singular, and the term “person” includes a Corporation/Organization as well as a natural person.
If any competent court of law shall deem any portion of these bylaws invalid or inoperative, then so far as is reasonable and possible (I) the remainder of these bylaws shall be considered valid and operative, and (II) effect shall be given to the intent manifested by the portion deemed invalid or inoperative.
CERTIFICATE OF SECRETARY
I, James Clark, certify that I am the current elected and acting Secretary of the benefit Corporation/Organization, and the above bylaws are the bylaws of this Corporation/Organization as adopted by the Board of Directors on March 2, 2017, and that they have not been amended or modified since the above. EXECUTED on this day of
_______________________________, in the County of Orange in the State of Florida.