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Latest revision as of 16:36, 9 September 2012
BYLAWS of FAMiLab, Inc.
These bylaws constitute the code of rules adopted by the FAMiLab, Inc. for the regulation and management of its affairs.
1. Members: Any individual 18 years of age or older who resides in the service area is eligible for membership in the Corporation.
2. Rights of Members: Each member of the corporation shall be entitled to one vote on each matter submitted to a vote at a meeting of the members, except to the extent that the voting rights are limited or denied by the Articles of Incorporation. No member shall be entitled to any dividend or any part of the income of the corporation or to share in the distribution of the corporate assets upon dissolution.
3. How the Membership can Legally Act: The membership may act only at a properly called meeting of the membership where a quorum is present. At such a meeting, a vote of a majority of the members in attendance shall be an act of the membership
4. Annual Membership Meetings: The annual meeting of the membership shall be held once a year during the month of March, or as soon as practical there- after, at a time and place designated by the board of directors for the purpose of electing directors and transacting any other business as may properly come before the meeting. The meetings shall be adequately publicized throughout the service area by such methods as a newspaper notice, flyers, church bulletins, public service radio announcements, and other means.
5. Notice of Annual Meeting: Written notice of the annual membership meeting shall be given not less than seven (7) calendar days nor more than fifteen (15) calendar days before the day that such a meeting is to be held. Such written notice shall be delivered by posting a copy in a conspicuous place at the principal office of the Corporation, or by mail, handbill, newsletter, newspaper, or such additional means as the board of directors shall deem effective. The written Notice shall state the place, day, and hour of the meeting. This section may be amended or repealed only by a vote of a majority of the members at a meeting of the membership called in accordance with the terms of these bylaws.
6. Special Membership Meetings: Special meetings of the members may be called at any time by the Chairperson or by the board of directors, or on written request of one-fourth of the members who are entitled to vote.
7. Notice of Special Meetings: Notice of special meetings of the membership shall be given in the exact same manner as notice for the annual meeting (as provided for in these bylaws) except that the notice must mailed to the address of each individual member (as shown in the corporation's records). The timing of such mailing must be calculated in such a manner so as to give each member at least five days of advanced notice prior to the meeting.
8. Quorum: The attendance of ten members constitutes a quorum for the conducting of business at either an annual or a special meeting of the membership.
9. Enrollment of Members: The board of directors shall adopt a membership application form. The application form shall require the name, address, and telephone number of each applicant. There shall be a space for the secretary to sign certifying that the secretary believes the applicant to be over the age of 18 and living in the service area. All persons wishing to become members shall fill out an application form. The secretary shall examine each application sign in the place indicated if the applicant appears to be over the age of 18 and reside in the service area. The applicant becomes a member upon the secretary's signature of the application form. The secretary shall keep an up to date membership list in the back of the minute book.
10. Definition of Board of Directors: The Board of Directors is that group of persons vested with the management of the business and affairs of this Corporation subject to the law, the Articles of Incorporation, and these bylaws.
11. Qualifications: Directorships shall not be denied to any person on the basis of race, creed, sex, religion, or national origin.
13. Number of Directors: The Board of Directors shall consist of three or more members, the number thereof to be determined from time to time by resolution of the Board of Directors. As of the date that these Bylaws were adopted the number of Directors was fixed at four and thereafter shall be fixed from time to time by resolution of the Board of Directors.
14. Terms and Election of Directors: Directors shall be elected by the members at the annual meeting of the membership. Directors shall serve terms of three years unless re-elected to succeeding terms. There shall be staggered terms of office for directors so that one third of the directorships shall be up for election each year (or if the number of directorships does not evenly divide by thirds, the board is divided as close to thirds as possible). Board members shall serve until their successors are chosen.
15. Staggered Terms: The following procedure shall be followed at the first annual meeting of the membership following the adoption of these Bylaws (and only at that meeting): four directors shall be elected. One third of these directors shall serve three year terms, one third shall serve two year terms, and the remaining one third shall serve one year terms (if the number of board seats does not evenly divide into thirds, the number of directors serving one year terms shall be reduced). Following the election of the these directors, the term of each shall be determined by drawing lots on which shall be written his or her prescribed term. This drawing of lots shall occur at the first meeting of the board of directors following the meeting of the Membership at which the elections was held (or at a subsequent meeting of the board as soon thereafter as is practical) and the results shall be recorded in the minutes. If an elected director is not present at the board meeting at which the lots are drawn, his or her lot shall be drawn for him or her by the officer presiding at the meeting and recorded in minutes. At subsequent annual meetings of the membership, all directors shall be elected to three year terms.
16. Nomination Process: The Chairperson, prior to an election, may appoint a Nominating Committee. The Nominating Committee, if so appointed, may, if it so chooses, to present a slate of candidates form which the members may fill vacant directorships. The members may either fill such vacancies from this slate of candidates or they may make additional nominations from the floor of the membership meeting just prior to the election.
17. Election Process: All membership meetings at which elections for vacant board seats are to occur shall be adequately publicized within the Corporation's service area. An ample opportunity shall be given to all service area residents to become members of the corporation and, thus, participate in the election process. At all membership meetings, each member shall have the right to vote for as many nominees as there are vacancies on the board of directors. The top vote getters shall fill the vacant seats (e.g. if there are five vacancies, the top five vote getters shall serve on the board). Selection in the case of a tie shall be by a run-off between the individuals who ended up tied. If there are vacant seats on the board that have less than three years remaining (resulting from the resignation, termination, or death of an incumbent board member prior to the natural expiration of the term) the following procedure shall be used at the annual meeting of the membership following the election (or at a subsequent board meeting): The term of each the winning candidates shall be determined by drawing lots. The "lots" shall be pieces of paper that are folded over and placed in a hat (or some such similar device). There shall be one "lot" for each vacant board position. Each "lot" shall have written on it either the number 1, 2, or 3 (depending on the length of time remaining for the particular board position represented by the "lot"). Each winning candidate shall draw one "lot". The number drawn will represent the term of that particular winning candidate. The results shall be recorded in the minutes.
18. Procedure at Board Meetings: The rules contained in the Handbook on Parliamentary Procedure ("Robert's Rules of Order") shall govern the meetings of the board of directors.
19. Resignations: Any Director can resign at any time by delivering a written resignation to the Chairperson of the board or to the Secretary of the Corporation.
20. Removal: Any director may be removed at any time (with or without cause) by a vote the membership at a meeting of the membership properly called in accordance with the terms of these bylaws. Directors may be removed by a vote of the board of directors (at a properly called meeting) when the director in question has missed two consecutive (properly called) meetings of the board of directors .
21. Vacancies: Resignations of directors shall become effective immediately or on the date specified therein and vacancies will be deemed to exist as of such effective date. Any vacancies on the Board of Directors shall be filled by a majority vote of the remaining Directors, though less than a quorum, and such director so appointed shall serve for the remainder of the term of the directorship so vacated.
22. Place of Director's Meetings: Meetings of the board of directors, regular or special, will be held at the primary place of business for this Corporation or at any other place within or without the State of Florida as provided or such place or places as the board of directors may designate by resolution duly adopted.
23. Meetings: Meetings of the Board of Directors may be called by:
A. the Board of Directors
B. the Chairperson
C. the Secretary upon the written request of a majority of the directors
24. Notice of Board Meetings: Notice of all board meetings shall be give to each board member no less than two (2) days nor more than ten (10) days prior to the meeting.
25. Waiver of Notice: Attendance by a Director at any meeting of the Board of Directors will constitute a waiver of notice of such meeting except where such Director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of business because the meeting is not lawfully called or convened.
26. Quorum: A majority of the incumbent directors (not counting vacancies) shall constitute a Quorum for the conduct of business. At Board meetings where a quorum is present, a majority vote of the Directors attending shall constitute an act of the Board unless a greater number is required by the Articles of Incorporation or any provision of these bylaws.
27. Self Dealing: No director shall use confidential information gained by reason of being a member of the board of directors for personal gain to the detriment of the corporation.
28. Roster of Officers: The Board of Directors, by Resolution, may, from time to time, appoint such officers as it deems necessary or appropriate to perform designated duties and functions. At a minimum the Corporation shall have a Chairperson and Secretary.
29. Chairperson: The Chairperson shall preside at all board meetings, be responsible for preparing agendas for board meetings, and shall exercise parliamentary control in accordance with Roberts Rules of Order.
30. Secretary: The Secretary will keep minutes of all meetings of the Board of Directors, will be the custodian of the corporate records, will give all notices as are required by law or these bylaws, and generally, will perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these bylaws.
31. Designation of President etc: The Board of Directors, in its discretion, may, by Resolution, designate other officers such as a "President" or an "Executive Director". Such officers, if so designated, shall have such authority as may be granted from time to time by the board of directors.
32. Selection and Removal of Officers: All officers shall serve indefinite terms. As a general rule the Board of Directors shall review its officers once a year for the purpose of considering whether or not to keep or replace them (but this review, however, is not mandatory). An officer shall remain in office until his or her successor has been selected. Any officer elected or appointed to office may be removed by the Board of Directors whenever in their judgment the best interests of this Corporation will be served. Such removal, however, will be without prejudice to any relevant contract rights of such Officer.
33. Waiver of Notice: Whenever any notice is required to be given under the provisions of the law, the Articles of Incorporation, or these bylaws, a waiver of such notice in writing signed by the person or persons entitled to notice, whether before or after the time stated in such waiver, will be deemed equivalent to the giving of such notice. Such waiver must, in the case of a special meeting of members, specify the general nature of the business to be transacted.
34. Action by Consent: Any action required by law or under the Articles of Incorporation or by these bylaws, or any action which otherwise may be taken at a meeting of either the members or board of directors may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the persons entitled to vote with respect to the subject matter of such consent, or all directors in office, and filed with the secretary of the Corporation.
35. Appointment of Committees: The Board of Directors may from time to time designate and appoint one or more standing committees as it sees fit. Such committees shall have and exercise such prescribed authority as is designated by the Board of Directors.
36. Executive Committee: The officers of this Corporation as designated in the bylaws (or, subsequently, by Resolution of the Board of Directors) shall constitute the executive committee. The board of directors may (if it so chooses) adopt a Resolution appointing other persons to serve on the Executive Committee. The Chairperson shall act as chairperson of the executive committee. The Executive Committee may assist the Chairperson in preparing agendas for upcoming meetings of the Board of Directors and shall have such other authority as may be given to it from time to time by Resolution of the Board of Directors.
37. Fiscal Year: The fiscal year for this Corporation will be calendar year.
38. Inspection of Books and Records: All books and records of this Corporation may be inspected by any Director for any purpose at any reasonable time on written demand.
39. Loans to Management: This Corporation will make no loans to any of its Directors or Officers.
40. Execution of Documents: Except as otherwise provided by law, checks, drafts, and orders for the payment of money of this Corporation shall be signed by at least two persons who have previously been designated by a Resolution of the board of directors. Contracts, promissory notes, leases, or other instruments executed in the name of and on behalf of the Corporation shall be signed by a person who has been authorized and directed to do so by the board of directors.
41. The Board of Directors may adopt Articles of Amendment (amending the Articles of Incorporation). Articles of Amendment must be adopted in accordance with Florida Law. The bylaws may be amended at anytime by a vote of the majority of directors at a meeting where a quorum is present.
42. Authority to make Statements. No person, except for the Chairperson or the President/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.
43. Limitation on 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.
44. 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 that he or she is or was a Director or 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 in such action, suit or proceeding that such Director or Officer is liable for negligence or misconduct in the performance of his duties. Such right of indemnification shall not be deemed exclusive of any other rights to which such Director or Office (or such heirs, executors of administrators) may be entitled apart from this Article.
I hereby certify that these bylaws were adopted by the Board of Directors of this Corporation at their meeting held on __________, 200__.