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HomeMy Public PortalAboutBYLAWS.tifBYLAWS OF Key Biscayne Historical and Heritage Society, Inc. A Florida Nonprofit Corporation ARTICLE I NAME The name of this Corporation shall be the Key Biscayne Historical and Heritage Society, Inc., herein called the "Corporation". ARTICLE II PURPOSE SECTION 1. Purpose The purpose of this Corporation shall be the collection, preservation, storage and exhibition of artifacts, documents and information of historical significance to the Village of Key Biscayne, Florida, and its environs. It shall provide for and promote the dissemination of information pertaining to local history and present educational and interpretive programs, projects and exhibits. SECTION 2. Limitations The Corporation shall, in all of its activities, be non-partisan, non-discriminatory and non-sectarian. The Corporation shall observe all local, state and federal laws, which apply to non-profit organization as defined in Section 501 (c) (3) of the 1986 Internal Revenue Service Code, as amended. ARTICLE III OFFICES SECTION 1. Principal Office The principal office of this Corporation in the State of Florida shall be located in the Village of Key Biscayne, County of Miami -Dade, at c/o Sala & Gomez, P.A., 260 Crandon Blvd, Suite 14, Key Biscayne, Florida 33149. 1 SECTION 2. Other Offices The Corporation may have such other offices, either within or without the County of Miami -Dade, State of Florida, as the Board of Directors may from time to time determine. ARTICLE IV MEMBERS AND MEMBERSHIP SECTION 1. Memberships Any person believing in the purpose of the Key Biscayne Historical and Heritage Society shall be eligible for active membership. The classes of membership shall be "Founder", "Charter" and "Regular". Annual dues for each class shall be determined by the Board of Directors from time to time. SECTION 2. Rights of Members All members shall have the right to vote. No member shall be entitled to share in the distribution of the corporate assets upon the dissolution of the corporation. ARTICLE V RESIGNATION OF MEMBERS SECTION 1. Resignation Any member may resign in good standing. Resignation shall be in writing and delivered to the President or Secretary of the corporation. ARTICLE VI MEETINGS SECTION 1. Regular Membership Meetings The Regular Membership Meetings of the Corporation shall be held quarterly -- February, May, September, and November. 2 SECTION 2. Board of Directors Meetings The Regular Board of Directors Meetings of the Corporation shall be held monthly. If required, meetings shall be held more or less frequently at the discretion of the Board of Directors or of the President. SECTION 3. Annual Meetings The Annual Meeting of Members of the Corporation shall be held no later than November of each year unless necessarily changed by the Board of Directors. The Place of the meetings shall be at such place in the Village of Key Biscayne as may be designated in the notice of the meeting. Considered at such meeting shall be the installation of the newly elected Executive Committee of the Board of Directors, and such other corporate business as may come before the meeting. At the Annual Meeting of Members, members may take any action which they are required or permitted to take under the laws of the State of Florida of the Charted or Bylaws of this Corporation on any matter which comes before the meeting, except an amendment to the Charter or Bylaws. SECTION 4. Special Meetings Special Meetings of the members of the Corporation may be held at such place in the Village of Key Biscayne as shall be designated, whenever called for by the President or by a quorum of the Board of Directors, or upon request in writing of at least ten percent (10%) of the members of the Corporation. A request in writing for a Special Meeting by the members of the Corporation shall set forth the subject matter to be discussed at such special meeting, and no matters other than those set forth in the said notice may be discussed at such Special Meeting. (A) At any special meeting of the membership, action can be taken only on matters which are specifically set forth in the notice of the meeting, unless waived in writing as provided in these Bylaws. SECTION 5. Notice At least ten (10) days notice in writing of meeting, whether annual, regular or special, shall be delivered by mail to each member entitled to vote. SECTION 6. Meeting Waiver Any notice required to be given, herein, may be waived in writing either before, at, or after the time of such notice. 3 SECTION 7. Action of Members Any action required by law to be taken, or which may be taken at a meeting of members, may be taken without a meeting upon the written consent, setting forth the action so taken, of a majority of all the members entitled to vote with respect to the subject matter thereof. SECTION 8. Voting At all meetings, each Member in good standing shall be entitled to one (1) vote, either in person or by proxy, and the result shall be determined by a majority of the votes cast. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. At any meeting of members, a Member entitled to vote may vote by proxy executed in writing by a Member or his/her duly authorized attorney in fact. No proxy shall be valid after nine (9) months from the date of its execution unless otherwise provided in the proxy. SECTION 9. Quorum Ten (10%) percent of the voting members of the Corporation shall constitute a quorum. ARTICLE VII EXECUTIVE COMMITTEE OFFICERS, THEIR ELECTION AND DUTIES SECTION 1. Executive Committee Officers Executive Committee Officers of this Corporation shall be: President, Vice President/Planning, Vice President/Community Relations, Vice President/Bylaws and Parliamentarian, Recording Secretary, Corresponding Secretary, and Treasurer. The Executive Committee, shall have all the powers of the Board of Directors between meetings of the Board. The actions of the Executive Committee shall be submitted to the next meeting of the Board of Directors for ratification. SECTION 2. Succession No Executive Committee Officer may serve for more that three (3) consecutive one-year terms. 4 SECTION 3. Nomination Committee The Nomination Committee consists of 3 members selected by the Executive Committee and 3 members elected from the membership. The membership near mid -year will be notified in the Corporation Newsletter, that anyone who wishes to be placed on the November ballot in addition to those on the Nominating Committee's slate may submit his/her name to the Committee prior to October 1 of the year. Individuals may select the officer position for which he/she wishes to be considered. The Committee will have ballots printed and mailed by October 15th to all members whose dues are paid and current, with instructions to sign and return the ballots prior to the November meeting. At the November meeting, the Committee will announce the results. This will be followed by installation of these elected officers for a one year term. SECTION 4. Election Elections shall be held by mail ballot and the results announced at the Regular Annual Meeting to be held no later than November of each year. The candidate receiving the highest number of votes for each officer position shall be elected. SECTION 5. Qualifications No person may be nominated to any Executive Committee Office unless he/she has been a member of the society for at least one (1) year. This restriction will not apply during the organizational period of the Society. SECTION 6. Duties The duties of the Executive Committee Officers are as follows: President - Shall be a member ex -officio of all committees except Nominating. With the approval of the Executive Committee, he/she shall appoint all chairs of all committees. She/he shall sign all contracts and obligations authorized by the Board of Directors. In the absence of the Treasurer, he/she shall disburse the monies of the society in accordance with the approved budget. V/P Community Relations - Shall be the corporation's liaison to the community. He/she shall be responsible for identifying community activities which may be of interest to the members. He/she shall perform any other such activities as requested by the President. V/P Planning — Shall coordinate and plan the year's meetings and events. He/she shall run the Board of Directors meetings in the absence of the President. Treasurer — Shall be the custodian of the funds of the Corporation. He/she shall disburse the money of the Corporation in accordance with the Budget. He/she shall request approval from the Board of Directors for any expenditure over one thousand dollars ($1,000.00) not previously approved in the budget. He/she shall keep full and accurate 5 accounts and present statements at all Board of Directors meetings and at regular meetings upon request. He/she shall deposit all funds of the corporation in the name of the corporation, give bond in such amount as the Board of Directors may require, obtain liability insurance for the Directors and Officers and pay the premium. He/she will prepare and file reports and returns required by all governmental agencies. He/she shall chair the Business and Finance Committee and be responsible for submitting an annual budget to the Board of Directors for approval. Corresponding Secretary — Shall conduct the normal correspondence of the Corporation. He/she shall send notices of each regular quarterly meeting to the general membership. Recording Secretary — Shall give notice and keep accurate record of the meetings of the Board of the Directors. He/she shall maintain the file for all documents, instruments, contracts, records and other paper necessary for the operation of the Corporation. Bylaws / Parliamentarian — Shall make sure that proper parliamentarian procedure is being followed for all meetings. He/she shall make sure that the Corporation, its Board of Directors and membership is following the approved Bylaws. Shall make recommendations to the Board of Directors for any changes to existing Bylaws and chair the Bylaws/Revision Committee. Shall provide any member in good standing with a copy of the Bylaws as requested. ARTICLE VIII BOARD OF DIRECTORS SECTION 1. Board of Directors The Executive Committee and the Chairpersons of the Standing Committees shall compose the Board of Directors. The authorized number of Directors of this Corporation shall be no greater than fifteen (15) consisting of the Executive Committee and Chairperson of the Standing Committees. SECTION 2. Term of Office The term of office of each Director shall be for one (1) year, following the November Annual Election Installation Meeting of the Members. SECTION 3. Vacancies In case of any vacancy in the Board of Directors, whether by death, resignation, removal or other cause, the vacancy shall be filled by vote of a majority of the remaining 6 Directors at a Regular or Special Meeting of the Board. Any person elected or appointed to fill a vacancy of a Director shall have the same qualifications as were required of the Directors whose office was vacated. Any person appointed or elected to fill a vacancy on the Board of Directors shall hold office for the unexpired term of his/her predecessor in office. SECTION 4. Removal Any Directors may be removed, with or without cause, by the vote of two-thirds (2/3) of the members of the Board of Directors at a special meeting called for that purpose. At any such meeting, any vacancy caused by the removal may be filled, according to Section 3 above. SECTION 5. Compensation No member of the Board of Directors shall receive compensation from the Corporation. SECTION 6. Quorum A majority of the Board of Directors shall constitute a quorum of the Board. SECTION 7. Gifts and Contributions The Board of Directors shall accept, subject to established policy, any contribution, gift, bequest, or property whatsoever the Corporation. ARTICLE IX STANDING COMMITTEES The Board of Directors shall have the following Standing Committees: Executive; Business and Finance; Grants, Fund Raising & Endowment Development; Membership; History and Heritage,;, Arts and Culture and Special Events; and Communications, Community Outreach and Coordination. At the first meeting following the Annual Meeting, the Chairperson and members of all Standing Committees shall be appointed by the President for a term of one year. Committee members will be nominated by the Committee chairpersons, and approved by the Board of Directors prior to appointment by the President. SECTION 1. Executive This Committee shall be composed of the elected President, Vice -President Planning, Vice -President Community Relations, Vice-President/Bylaws and Parliamentarian. 7 Corresponding Secretary, Recording Secretary, Treasurer. It shall have the power and duty to oversee or conduct the routine affairs of the Corporation between meetings of the Board and to represent the Corporation in the conduct of negotiations and extraordinary transactions subject to the review and approval of the full Board of Directors. SECTION 2. Business and Finance The Business and Finance Committee shall consist of the Treasurer, the Vice -President - Planning, the Chairman of the Grants, Fund Raising and Endowment Development Committee, and three members of the Board of Directors nominated by the Chairman of the Business and Finance Committee, approved by the Executive Committee and appointed by the President. It shall review the annual budget and forward such budget to the Board of Directors along with its recommendation as to final approval; it shall provide for an audit of the accounts of the Corporation; it shall determine that the Corporation has appropriate insurance coverage; and it shall establish policies for and monitor the investment of the Corporation funds and endowments. The Treasurer will chair this committee. SECTION 3. Grants, Fund Raising and Endowment Development The raising of funds for the Corporation, other than membership dues, shall be the responsibility of the Grants, Fund Raising and Endowment Development. This Committee shall plan and manage both special and annual fund drives. The Chairman shall serve on the Business and Finance Committee. The membership shall be nominated by the Chairman of the Grant, Fund Raising and Endowment Development Committee, approved by the Executive Committee and appointed by the President. The committee members are indeterminate in number. SECTION 4. Membership This Committee shall consist of the Chairman appointed by the President and three to six members nominated by the Chairman, approved by the Executive Committee and appointed by the President. It shall be the responsibility of the Committee to conduct campaigns to increase membership in the Corporation, encourage members to participate on committees and in other activities of the Corporation and promote achievement of the Corporation mission. SECTION 5. History and Heritage This Committee shall be responsible for providing guidelines for the collection, preservation, storage, exhibition and disposition of artifacts, documents and other collection items of historical significance to the Village of Key Biscayne. It shall provide support for the ethical and knowledgeable handling of the collections conforming to professional museum standards. The Committee shall consist of the Chairman appointed by the President. The members of the Committee are to be nominated by the Chairman, approved by the Executive Committee and appointed by the President. 8 SECTION 6. Communications, Community Outreach and Coordination The Communications Committee is responsible for coordination and oversight of the marketing and publicity programs of the Corporation. It shall provide guidance to the Corporation in the preparation of newsletters and exhibits and in the conduct of tours, special events and other programs offered by the Corporation. The Committee shall consist of the Chairman appointed by the President and at least two members of the Corporation nominated by the Chairman, approved by the Executive Committee and appointed by the President SECTION 7. Arts, Culture and Special Events The Committee shall consist of the Chairperson appointed by the President. The Committee members are to be nominated by the Chairperson, approved by the Executive Committee and appointed by the President. The Committee shall be responsible for, shall work with and assist other Committees in all activities focusing upon art, theater, cultural matters, social and special events. Additional tasks may be assigned as needed by the President. ARTICLE X SPECIAL COMMITTEES SECTION 1. Special Committees Special Committees may be established, their chairs appointed, and their function and term designated by the President with the majority approval of the Board of Directors. Committees may include, but are not limited to the following: Budget Committee - This committee shall consist of the President, Treasurer, Assistant Treasurer/Accountant, V/P Planning, Chair of Grants, Fundraising and Endowment. The Treasurer or Assistant Treasurer shall chair this committee. Bylaws/Revisions Committee — This committee shall be chaired by the Bylaws/Parliamentarian and members nominated by the Chairman, approved by the Executive Committee and appointed by the President. Nominating Committee — This Committee shall consist of six (6) members — three (3) members selected by the Executive Committee and three (3) members elected from the membership at large. There will be three (3) year staggered terms with two (2) replacements each year. Annually the Committee will select its own Chairperson. The Committee will notify the membership near mid -year in the Society Newsletter, that anyone who wishes to be placed on the November ballot in addition to those on the Nominating Committee's slate, may submit his/her name to the Committee prior to 9 October 1 of the year. Individual may select the officer position for which he/she wishes to be considered. The Committee will have ballots printed and mailed to all members whose dues are paid and current, with instructions to return the ballots prior to the November meeting. At the November meeting, the Committee Chairperson will announce the results. This will be followed by installation of these elected officers. ARTICLE XI BYLAW AMENDMENTS AND PARLIAMENTARY AUTHORITY SECTION 1. Bylaw Amendments The Bylaws may be amended by a two-thirds (2/3) vote of the Board of Directors provided such proposed amendments have been read at the previous meeting. SECTION 2. Parliamentary Authority "Robert's Rules of Order Revised" shall be the official guide of the Key Biscayne Historical and Heritage Society, Inc. in all instances where they do not conflict with the Bylaws or special rules of the Corporation ARTICLE XII PUBLICITY SECTION 1. Membership List The Key Biscayne Historical and Heritage Society membership list is for the use of the Corporation only and cannot be used for promotion of any activity unrelated to the Corporation. It shall not be used for personal gain or made available for commercial or solicitation purposes. SECTION 2. Authority to make Statements No person, except for the President or the Executive Director (if one has been appointed by the Board of Directors) shall be authorized to make any public statements, whether written or oral, purporting to represent the official policy, position, or opinion of this Corporation, without first having obtained the approval of the Board of Directors. 10 SECTION 3. Limitation of Statements Any person who is authorized to make any public statement, whether written or oral, purporting to represent the official policy, position, recommendation or opinion of the Corporation, shall first make it clear that he or she is representing the Corporation. Thereafter, throughout the entire presentation, he or she shall confine his/her presentation only to those matters which have been properly approved by the Corporation. He or she shall not at the same time present any statement purporting to represent any other firm, group, or organization or purporting to represent his or her own personal views. ARTICLE XIII FISCAL POLICIES SECTION 1. Fiscal Year The fiscal year of the Corporation will be the calendar year. SECTION 2. Audit The yearly report of the Treasurer shall be audited by a qualified accountant selected by the Executive Committee. ARTICLE XIV MISCELLANEOUS SECTION 1. Corporate Seal The Corporation shall have a Corporation Seal, upon which shall be inscribed Key Biscayne Historical and Heritage Society, Inc., the year of its creation, the phrase "Corporation not -for-profit" and the words "Seal" and "Florida" SECTION 2. Notice Whenever any notice is required to be given under the provisions of the Articles of Incorporation of the Bylaws of this Corporation, a waiver thereof in writing signed by the person or person entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. 11 ARTICLE XV INDEMNIFICATION Any person (and the heirs, executors and administrators of such person) made or threatened to be made a party to any action, suit of proceeding by reason of the fact he is or was a Director of Officer of the Corporation shall be indemnified by the Corporation against any and all liability and the reasonable expenses, including attorney's fees and disbursements, incurred by him (or by his heirs, executors or administrators) in connection with the defense or settlement of such action, suit or proceeding, or in connection with any appearance therein, except in relation to matters as to which it shall be adjudged un such action, suit or proceeding that such Director or Officer is liable for negligence or misconduct in the performance of this duties. Such right of indemnification shall not be deemed exclusive of any other rights to which such Director or Officer (or such heirs, executors) may be entitled apart from this Article. CERTIFICATION I hereby certify that these bylaws were adopted by the Board of Directors of the Key Biscayne Historical and Heritage Society, Inc. at their meeting held on February 7, 2007. 12