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HomeMy Public PortalAboutCrestview Unlimited Inc BylawsBY-LAWS OF CRESTVIEW UNLIMITED,.. INC. Section 1.01 and assigns. Section 1.02 Article 1. Definitions Name. The "Corporation" shall mean Crestview Unlimited, Inc., its successors Board. The "Board" shall mean the Board of Directors of the Corporation. Article 2. Purposes, Objectives and Governing Instruments Section 2.01 Charitable,. Educational and Amateur Sports Puq osesm and Powers. The purposes of the Corporation, as set forth in the Articles of Incorporation, are exclusively charitable, educational, or to promote amateur sports competition, within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future Federal tax law ("Section 501(c)(3)"). In furtherance of such purposes, the Corporation shall have the same powers as an individual to do all things necessary or convenient to carry out the purposes, as set forth in the Articles of Incorporation and these Bylaws. The specific purposes of the Corporation are set forth in the Articles of Incorporation. Section 2.02 Governing Instruments. The Corporation shall be governed by its Articles of Incorporation and its Bylaws. Section 2.03 Nondiscrimination Policy. The Corporation will not practice or permit any unlawful discrimination on the basis of sex, age, race, color, national origin, religion, physical handicap or disability, or any other basis prohibited by law. Section 2.04 LimitationsonActivities. No part of the activities of the Corporation shall consist of participating in, or intervening in, any political campaign on behalf of or in opposition to any candidate for public office, nor shall the Corporation operate a social club or carry on business with the general public in a manner similar to an organization operated for profit. Notwithstanding any other provision of these Bylaws, the Corporation shall not carry on any activity not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provisions of any future federal tax law. 1 Article 3. Membership The Corporation shall have no members. Article 4. Directors Section 4.01 Annual Meetingm, A meeting of the Board shall be held annually at such place, on such date and at such time as may be fixed by the Board, for the purpose of receiving annual reports of the Board and Officers, and for the transaction of such other business as may be brought before the meeting. All meetings shall be open to the public and conducted in accordance applicable Florida law, including but not limited to Chapter 286, Florida Statutes. Section 4.02 Number. The number of Directors constituting the entire Board shall be equal to the number of voting councilpersons of the City of Crestview, Florida, but such number shall not be less than three (3). Section 4.03 Election and Term of Office. The initial Directors of the Corporation shall be those persons specified in the Articles of Incorporation of the Corporation. Each Director shall hold office until his or her successor as a member of the City Council of the City of Crestview, Florida takes office. Vacancies in office shall be automatically filled by the City Council upon appointment by the City Council of a council member to fill the remaining term of the departed councilmember and Director. No person may be a Director without simultaneously being a member of the City Council. Section 4.04 Powers and Duties of Board. Subject to the provisions of law, of the Articles of Incorporation and of these By -Laws, but in furtherance and not in limitation of any rights and powers thereby conferred, the Board of Directors shall have the same powers and duties set forth in the City of Crestview's Charter for the City Council. Section 4.05 Additional Meetings.Regular meetings of the Board may be held at such times as the Board may from time to time determine. Special meetings of the Board may also be called at any time by the Manager or by a majority of the Directors then in office. Section 4.06 Notice of Meetings. Notices of meetings shall be given as provided by law applicable to public meetings of the City Council of the City of Crestview, Florida. Section 4.07 uorum. At any meeting of the Board, a majority of the Directors then in office shall be necessary to constitute a quorum for the transaction of business. Section 4.08 Voting. At all meetings of the Board, each Director shall have one vote. Approval of matters is by majority vote of Directors present at a meeting where a quorum is present. 2 Section 4.09 Partici , ation bv Telephone or Electronic Means. Any one or more members of the Board or any committee thereof may participate in a meeting of the Board or such committee by means of a conference telephone or similar electronic communications equipment allowing all persons participating in the meeting to hear each other at the same time; however, participation by such means shall not constitute presence in person at a meeting or permit voting by such member unless authorized by general law applicable to public meetings of the City of Crestview City Council. Article 5. Officers Section 5.01 Election and Qualifications. Term of Office. The only initial Officers of the Corporation shall be the Manager and Secretary. The initial Manager shall be the person specified in the Articles of Incorporation of the Corporation. The initial Secretary shall be the City Clerk of the City of Crestview, Florida. The Manager shall hold office until he or she ceases to be City Manager of the City of Crestview, Florida. Vacancies in office shall be automatically filled by the City Council upon appointment by the City Council of a City Manager. No person may be Manager without simultaneously being the City Manager of the City of Crestview, Florida The Board may appoint such other Officers as may be deemed desirable, including one or more Secretaries or Treasurers, who shall serve for such period as the Board may designate. Section 5.02 Vacancies. Any vacancy occurring in any office, whether because of death, resignation or removal, with or without cause, or any other reason, shall be filled by the Board. Section 5.03 Powers and Duties of the Manager. The Manager shall be the Chief Executive Officer of the Corporation and shall have the same powers and duties as the City Manager of the City of Crestview, Florida. The Manager shall from time to time make such reports of the affairs and operations of the Corporation as the Board may direct. In addition, the Manager shall have such other powers and shall perform such other duties as may from time to time be assigned to the Manager by the Board. Section 5.04 Powers and Duties of the Secretaty, The Secretary shall record and keep the minutes of all meetings of the Board. The Secretary shall be the custodian of, and shall make or cause to be made the proper entries in, the minute book of the Corporation and such books and records as the Board may direct. The Secretary shall be the custodian of the seal of the Corporation and shall affix such seal to such contracts, instruments and other documents as the Board or any committee thereof may direct. The Secretary shall have such other powers and shall perform such other duties as may from time to time be assigned to the Secretary by the Board. Section 5.05 Powers and Duties of the Treasurer. The Treasurer shall be the custodian of all funds and securities of the Corporation. Whenever so directed by the Board, the Treasurer shall render a statement of the cash and other accounts of the Corporation, and the Treasurer shall cause to be entered regularly in the books and records of the Corporation to be kept for such purpose full and accurate accounts of the Corporation's receipts and disbursements. The Treasurer shall at all reasonable times exhibit the books and accounts to any Director upon application at the principal 3 office of the Corporation during business hours. The Treasurer shall have such other powers and shall perform such other duties as may from time to time be assigned to the Treasurer by the Board. Section 5.06 Delegation. In case of the.absence of any Officer of the Corporation, or for any other reason that the Board may deem sufficient, the Board may at any time and from time to time delegate all or any part of the powers or duties of any Officer to any other Officer or to any Director or Directors. Section 5.07 Removal. Any Officer may be removed from office at any time, with or without cause, by a vote of a majority of the Directors then in office at any meeting of the Board. Section 5.08 Resignation. Any Officer may resign his or her office at any time, such resignation to be made in writing and to take effect immediately without acceptance by the Corporation. Article 6. Bank Accounts, Checks. Contracts and Investments Section 6.01 Bank Accounts, Checks and Notes. The Manager is authorized to select the banks or depositories it deems proper for the funds of the Corporation. The Manager shall determine who shall be authorized from time to time on the Corporation's behalf to sign checks, drafts or other orders for the payment of money, acceptances, notes or other evidences of indebtedness. Section 6.02 Contracts. The Manager may enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. Unless so authorized by the Board, no other Officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or render it liable for any purpose or to any amount. Section 6.03 Investments. The funds of the Corporation may be retained in whole or in part in cash or be invested and reinvested from time to time in such property, real, personal or otherwise, or stocks, bonds or other securities, as the Board may deem desirable. Article 7. Indemnification Section 7.01 Indemnity Under Law. The Corporation shall indemnify and advance the expenses of each person to the full extent permitted by law. Section 7.02 Additional Indemnification. (a) The Corporation hereby agrees to hold harmless and indemnify each of its Directors, Officers, employees and agents (the "Indemnitee") from and against, and to reimburse the Indemnitee for, any and all judgments, fines, liabilities, amounts paid in settlement and reasonable expenses, including attorneys' fees actually and 4 necessarily incurred, as a result of or in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than one by or in the right of the Corporation to procure a judgment in its favor, including an action, suit or proceeding by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise for which the Indemnitee served in any capacity at the request of the Corporation, to which the Indemnitee is, was or at any time becomes a party, or is threatened to be made a party, or as a result of or in connection with any appeal therein, by reason of the fact that the Indemnitee is, was or at any time becomes a Director or Officer of the Corporation, or is or was serving or at any time serves such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, whether arising out of any breach of the Indemnitee's fiduciary duty as a Director, Officer, employee or agent of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise under any state or federal law or otherwise; provided, however, that no indemnity pursuant to this Section 2 shall be paid by the Corporation (i) if a judgment or other final adjudication adverse to the Indemnitee establishes that the Indemnitee's acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that the Indemnitee personally gained in fact a financial profit or other advantage to which the Indemnitee was not legally entitled; or (ii) if a final judgment by a court having jurisdiction in the matter shall determine that such indemnification is not lawful. The termination of any such civil or criminal action or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create any presumption that the Indemnitee acted in bad faith and/or was dishonest. (b) The obligation of the Corporation to indemnify contained herein shall continue during the period the Indemnitee serves as a Director, Officer, employee or agent of the Corporation and shall continue thereafter so long as the Indemnitee shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the Indemnitee was a Director or Officer of the Corporation or served at the request of the Corporation in any capacity for any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. (c) Promptly after receipt by the Indemnitee of notice of the commencement of any action, suit or proceeding, the Indemnitee will, if a claim in respect thereof is to be made against the Corporation, notify the Corporation of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability which it may have to the Indemnitee otherwise than under this Section. With respect to any such action, suit or proceeding as to which the Indemnitee notifies the Corporation of the commencement thereof: (i) The Corporation will be entitled to participate therein at its own expense; and, (ii) Except as otherwise provided in the last sentence of this subpart ii, to the extent that it may wish, the Corporation jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel satisfactory to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume the defense thereof, the Corporation will not be liable to the Indemnitee under this Section 2 for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided in the last sentence of this subpart ii. The Indemnitee shall have the right to employ his or her own counsel in such action, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (A) the employment of counsel by the Indemnitee has been authorized by the Corporation in connection with the defense of such action, (B) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Corporation and the Indemnitee in the conduct of the defense of such action, or (C) the Corporation shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel for the Indemnitee shall be borne by the Corporation (it being understood, however, that the Corporation shall not be liable for the expenses of more than one counsel for the Indemnitee in connection with any action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances). The Corporation shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Corporation or as to which the Indemnitee shall have made the conclusion provided for in clause (B) of the preceding sentence of this subpart ii. (iii) Anything in this Section to the contrary notwithstanding, the Corporation shall not be liable to indemnify the Indemnitee under this Section for any amounts paid in settlement of any action or claim effected without its written consent. The Corporation shall not settle any action or claim in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee's written consent. Neither the Corporation nor any such person will unreasonably withhold their consent to any proposed settlement. (d) In the event of any threatened or pending action, suit or proceeding which may give rise to a right of indemnification from the Corporation to the Indemnitee pursuant to this Section, the Corporation shall pay, on demand, in advance of the final disposition thereof, expenses incurred by the Indemnitee in defending such action, suit or proceeding, other than those expenses for which the Indemnitee is not entitled to indemnification pursuant to clause (ii) of the proviso to part (a) of this Section or part (b) of this Section. The Corporation shall make such payments upon receipt of (i) a written request made by the Indemnitee for payment of such expenses, (ii) an undertaking by or on behalf of the Indemnitee to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation hereunder, and (iii) evidence satisfactory to the Corporation as to the amount of such expenses. The Indemnitee's written certification together with a copy of the statement paid or to be paid by the Indemnitee shall constitute satisfactory evidence as to the amount of such expenses. (e) The rights to indemnification and advancement of expenses granted to the Indemnitee under this Section 2 shall not be deemed exclusive, or in limitation of any other rights to which the Indemnitee may now or hereafter be entitled under the Corporation's Certificate of Incorporation or otherwise under the Corporation's By -Laws, as now in effect or as hereafter amended, any agreement, any vote of members or Directors, any applicable law, or otherwise. Section 7.03 Limitation. No amendment, modification or rescission of this Article VII shall be effective to limit any person's right to indemnification with respect to any alleged cause of action that accrues or other incident or matter that occurs prior to the date on which such modification, amendment or rescission is adopted. Article 8. Dissolution The Corporation may be dissolved only upon adoption of a plan of dissolution and distribution of assets by the Board that is consistent with the Certificate of Incorporation and with State law. Article 9. Amendments These By -Laws may be altered, amended, added to or repealed at any meeting of the Board called for that purpose by the vote of a majority plus one of the Directors then in office. Article 10. Construction In the case of any conflict between the Certificate of Incorporation of the Corporation and these By -Laws, the Certificate of Incorporation of the Corporation shall control. 7 These Bylaws were adopted at a meeting of the Board of Directors of Crestview Unlimited, Inc. on " �f �"� ,, �, a�� , 2021. Tim Bolduc Manager El zabeth M. Roy Secretary 8